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                             EMPLOYMENT AGREEMENT


       This Employment Agreement (this Agreement) is entered into effective the
7th day of March, 2000, by and between HORIZON Pharmacies, Inc., a Delaware
Corporation, with its principal place of business in Denison, Texas (Employer),
and Phillip Douglas Stone (Employee).

                             W I T N E S S E T H:

       WHEREAS, Employer desires to employ Employee as a C.O.O. at Employer's
location in Denison, Texas and Employee desires to accept such employment.

       NOW THEREFORE, for and in consideration of the above, the employment of
and the payment of salary, wages or other compensation to Employee by Employer,
and the mutual covenants, promises, undertakings and agreements set forth below,
Employee and Employer covenant and agree as follows:

       1.     DUTIES.  Beginning on the effective date of this Agreement,
Employee shall (i) perform in the above-described capacity; (ii) devote such
time, energy, ability, skills, services and attention to the timely, diligent
and professional performance of his duties as required by Employer and as may be
required to perform his assigned duties and fulfill the performance requirements
of Employer from time to time; (iii) perform such additional or different
duties, and accept the election or appointment to such other offices or
positions as required by Employer; and (iv) comply with all of Employers'
policies, procedures and rules.  The specific duties assigned to Employee may be
extended or curtailed from time to time at Employers' discretion.

       2.     COMPENSATION.  As compensation for his services hereunder,
Employee shall receive an annual salary in the amount of $165,000.00 per year,
payable on a bi-weekly basis; and $55,000.00 potential bonus which is 33 1/3% of
base salary separated into 4 categories of $13,750.00 each with the goals and
parameters to be mutually agreed upon by both parties.  Stock options to consist
of 10,000 options from an existing plan to be vested over 3 years.

       3.     BENEFITS.  During the term of this Agreement and subject to
applicable eligibility requirements, Employee shall be entitled to all
employment benefit plans of Employer, if any, now or hereafter in effect during
the term of this Agreement, including, without limitation, health insurance and
major medical coverage, on a no gain, no loss basis, paid holidays, 4 weeks
vacation and sick leave as provided to the employees of Employer.  Employee
shall be entitled to being moved from his present residence to a location in
North Texas at the employer's expense by a moving company that is mutually
agreed upon by both parties.  Employer agrees to pay one-half of Realtor's fees
(not to exceed 8%) or a maximum of $4,000.00.  Employee will also be awarded a
$1,000.00 per month housing allowance for the first six months of his
employment.

       4.     TERM AND TERMINATION.  The term of this Agreement shall be one
year commencing April 1, 2000 and ending on March 31, 2001 and shall be
renegotiated within 30 days prior to the expiration of the current agreement.
Prior to the end of the term, this Agreement may be terminated upon the
occurrence of (i) either the death or disability of Employee or (ii) Employer
has cause to

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terminate this Agreement, and in any such event termination shall be
effective immediately upon giving of notice by Employer.  In the event
Employee desires to terminate this Agreement prior to the end of the term, he
may do so, provided, however, that notice of termination will be subject to a
ninety (90) day notice by the terminating party.

       5.     EXPENSES.  Employer agrees to reimburse Employee for all
reasonable, out-of-pocket business expenses, as determined by the Chief
Financial Officer of Employer or his designate, incurred by Employee in
connection with his duties performed on behalf of Employer, provided, however,
Employee has complied with Employer rules and procedures relative to such
disbursement.

       6.     CONFIDENTIALITY AND NON-COMPETITION AGREEMENT.  Employee and
Employer have entered into a separate Confidentiality Agreement of event date
herewith.

       7.     WAIVER, MODIFICATION AND INTEGRATION.  The waiver by either party
to this Agreement of a breach of any provision by the other party shall not
operate or be construed as a waiver of any subsequent breach by any party.  This
instrument contains the parties' entire agreement concerning the matters recited
herein, and supersedes all prior and contemporaneous representations,
understandings and agreements, either oral or in writing, between the parties
with respect to the subject matter of this Agreement.  Any and all such prior or
contemporaneous representations, understandings and agreements, both oral and
written, are hereby terminated.  This Agreement may not be modified, altered or
amended except by a written agreement signed by Employer and Employee.

       8.     GOVERNING LAW; JURISDICTION; PROCESS OF SERVICE.  It is the
party's intention that the laws of the States of Texas shall govern the validity
of this Agreement, the construction of its terms, and the interpretation of the
party's rights and duties under this Agreement.  Any action or proceeding
seeking to enforce any provision of, or based on any right arising out of, this
Agreement will be brought against any of the parties in the courts of the State
of Texas and venue in Grayson County, Texas or, if it has or can acquire
jurisdiction, in any United States District Court in Texas and each of the
parties consents to the jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or proceeding and waives any objection to
venue laid therein.  Process in any action or proceeding referred to in the
preceding sentence may be served on any party anywhere in the world.

       9.     COUNTERPART EXECUTION.  This Agreement may be executed in two or
more identical counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

       10.    ATTORNEYS' FEES.  In any action in any court of competent
jurisdiction brought by either party to enforce any covenant or any of such
party's rights or remedies under this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees and all costs, expenses and disbursements
in connection with such action.



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              Executed as of the dated indicated above.

EMPLOYER:                   HORIZON Pharmacies, Inc., a Delaware Corporation


                            By: /s/ Ricky D. McCord
                                --------------------------------------------
                                Its:  President
                                      --------------------------------------


EMPLOYEE:                   By:  /s/ Phillip Douglas Stone
                                 -------------------------------------------
                                 Phillip Douglas Stone, Individually















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