<PAGE>

                                        
                               PURCHASE AGREEMENT

     AGREEMENT made the 16 day of August, 1997 between Downey Drug, Inc. 
having an office at 1839 Harrison Avenue, Butte, MT 59701 (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 Downey Drug (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 
     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 and leased by Seller (computer/peripherals, 
               registers, refrigerator, typewriter, Microfiche, fax, copier, 
               Pitney Bowes, sound of music and alarm system, 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.
                        
          G.   All outstanding business transactions prior to the closing date 
               are credited to the Buyer.  All the business acquired after 
               the closing date belong to the HORIZON 


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               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.

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, $130,000.00

     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.  
          For the purpose of the purchase Buyer will pay 100% of the inventory
          evaluation on the first $550,000 and 80% thereafter.

     2.3  Buyer will purchase accounts receivable based on the following 
          evaluation:

          (a)  Third Party Insurance Receivable      All at 100%

          (b)  Individual Charge Accounts                      
                                                     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 based on the attached closing 
statement, signed by both buyer and seller.

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 $5,000 escrow
               deposit.

          4.1 (b) A note payable at closing to James Downey at 1355 West 
                  Porphyry, Butte, MT 59701, for $135,000 which will bear 
                  interest at the rate of eight (8) percent per annum for 60 
                  months starting September 1, 1997. 

              (c) A note payable at closing to Tim Downey at 111 View, Butte, 
                  MT 59701, for $135,000 which will bear interest at the rate 
                  of eight (8) percent per annum for 60 months starting 
                  September 1, 1997.

              (d) A note at closing equal to the purchase price less section 
                  4.1 (a, b, & c) above.  The note will bear interest at the 
                  rate of eight (8) percent per annum for 84 months starting 
                  September 1, 1997.  The note will be executed by buyer and 
                  payable to the order of Downey Drug, Inc.  It will be secured 
                  by the inventory, furniture, fixtures, and equipment of said 
                  Drug Store.

          4.2 Security Instruments including Security Agreement and Financing 
              Statements covering the property being purchased by this 
              Agreement.


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<PAGE>

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.

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 Sellerhas 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 ofbusiness by Seller from the Drug Store 
          which contract, understanding or commitment shall extend beyond the 
          Closing Date for the Pharmacy Location except the contracts the 
          real estate lease 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 


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<PAGE>

          threatened to be filed against Seller by any employee pursuant to 
          any collect bargaining or other employment agreement to which Seller 
          is a party.  To the Seller's best 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.

          (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 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
          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 assets which are the subject of this sale.

          (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.


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<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.

          D. UNION CONTRACT. Buyer acknowledges Seller has a union contract 
             covering a portion of its employees.  As a condition to 
             closing, Buyer needs to evaluate said contract and Seller's 
             status as a union employer.  It is Buyer's intent to separately 
             hire all its own employees for operations starting August 
             18, 1997, and not be bound by Sellers prior employment practices 
             or union obligations.  As a result, on or before May 30, 1997, 
             Buyer will notify Seller of its intent to close on or before 
             August 30, 1997.  Seller will then terminate all its employees 
             with two (2) weeks notice on July 30, 1997.  Buyer shall hire 
             its own work force for its start of business on August 18, 
             1997.  Seller will fully cooperate with Buyer in this 
             transition.  Failure by Buyer to notify Seller by August 30, 
             1997 of its intent to close, shall terminate all obligations of 
             Seller to sell as provided hereunder.  Once Buyer notifies 
             Seller of its intent to close on August 30,1997, it will be 
             obligated to close in conformity with this agreement.

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 30, 1997 at Buyer's
          discretion, but in no event later than  August 30, 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.

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<PAGE>

          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 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. 

          C. 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 of leases and dissatisfied 
          customer claims caused by HORIZON for any period after the closing 
          date.

11. SURVIVAL OF REPRESENTATIONS, WARRANTIES & INDEMNIFICATIONS.

     11.1 All of the covenants, representations, warranties and indemnification
          of the parties set forth in this Agreement shall survive the Closing 
          Date hereof.
     
12.  RISK OF LOSS.

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

13.  NON-COMPETE COVENANT OF SELLER.

     13.1 In partial consideration of the Purchase Price hereinabove stated in 
          paragraph 2 and other consideration  $270,000 ($135,000 for each 
          individual, includes 8% interest) will be paid to this covenant 
          not to compete.  Jim Downey and Tim Downey hereby agree that for a 
          period of five (5) years after the date of closing 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 
          its own purpose what is generally known as a retail pharmacy, or 
          Nursing Home or IV operation or DME operation within Butte-Silver 
          Bow County, Montana, or have any equity investment in such 
          operation.  This non-compete entitles Jim Downey and Tim Downey to 
          perform work at 40 hours a week as employees of HORIZON 
          Pharmacies, Inc.  Furthermore, this non-compete clause does not 
          prohibit Jim Downey and Tim Downey from performing duties such as 
          relief pharmacist at other pharmacies.  Any additional relief work 
          days in a month will require written approval of the Buyer.  The 
          parties hereby 

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<PAGE>

          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.  Said $135,000 to each Jim and Tim Downey 
          shall be paid monthly at $2,250.00 each over a period of five (5) 
          years starting one month after closing.  Seller will allow Buyer 
          and Buyers accountant access to financial information to prepare 
          and audit for 1996, and up to closing date in 1997 to be paid at 
          Buyers expense.

     13.2 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.

     13.3 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.

14.  GOVERNING LAW.

     14.1 This agreement shall be governed and construed in accordance with the
          laws of the State of Montana.

15.  ENTIRE AGREEMENT.

     15.1 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, their successors and 
          assigns.

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

          (a) can not secure a valid Montana 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 Montana License.

          (b) can not secure a lease for $4,000.00 per month for three (3) 
          years with one (1) three (3) year option @ $4,300.00 per month and 
          one (1) four (4) year option @ $4,500.00 per month.

16.  EARNEST MONEY.

     16.1 To bind this Agreement, Buyer herewith deposits with James F. Duffy 
          as Escrow Agent, the sum of $5,000 (Five 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 



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          this Section is that party's exclusive remedy.

17.  ASSIGNMENT

     17.1 This agreement may not be assigned by Buyer without written consent 
          of Seller.  Consent will not be unreasonably withheld.    




































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<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:
                                   Downey Drug, Inc.


                                   -----------------------------------------
                                        Tim Downey,  President


                                   -----------------------------------------
                                        Jim Downey, Vice-President
THE STATE OF              )
COUNTY OF                 )

     THIS INSTRUMENT was acknowledged before me on this the _________day  of 
__________, 19___ by Tim Downey, who holds the office of President of Downey 
Drug, Inc. and by Jim Downey who holds the office of Vice-President of Downey 
Drug, Inc. on behalf of such corporation.

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




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<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%
          Seasonal Merchandise          Retail price less 50%

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                                   EXHIBIT B

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

     STORE:
                  1-7 ft. GONDOLA/SHELVES
                  1-15 ft GONDOLA/SHELVES
                  1-21 ft GONDOLA/SHELVES
                  1-30 ft GONDOLA/SHELVES
                  2-36 ft GONDOLA/SHELVES
                  10-40 ft GONDOLA/SHELVES
                  9-4 ft GLASS CASES
                  9-6 ft GLASS CASES
                  9-8 ft GLASS CASES
                  19-ENDCAPS
                  75-OTC WALL SHELVES
                  5-GIFT DISPLAYS
                  5-COSMETIC DISPLAYS
                  2-GLASS DISPLAYS
                  1-GIFT WRAP DISPLAY-HOLDER
                  5-GLASS OAK WALL DISPLAY (32 FT)
                  20-RX WALL SHELVES (3 ft SECTIONS)
                   1-RX COUNTER 36 ft W/DRAWS ETC.
                   1-AUTOMATIC PILL COUNTER
                   1-RX REFRIGERATOR
                   1-CIGAR CASE
                   1-REF. CANDY CASE
                   3-CHECK OUT COUNTERS
                   1-COOLER VET. SECTIONS
                   5-REGISTERS
                   4-DESKS
                   5-LOCKERS
                   4-FILE CABINETS
                   3-VACUUMS
                   1-COPIER
                   1-FAX MACHINE
                  13-SHELVES (8 ft) STORE ROOM/UPSTAIRS
                    WOOD SHELVES (STORE ROOMS)

                    2-SAFES-NOT FOR SALE, BUT MAY BE USED WITH LEASE ON BLDG.
                    1-RX BALANCE-NOT FOR SALE, MAY BE USED UNTIL REPLACED.

                                       
                                   EXHIBIT C

1.   LIST OF SECURED DEBTS.




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