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                                                               EXHIBIT 10.3


                                   5Net5 Corp.
                             133 Mercer St., Suite 6
                            New York, New York 10012


Horizon Pharmacies, Inc.
531 W. Main St.  Suite 100
Denison, TX  75020


Attention: Rick McCord
           President and CEO

Re:  Software Development Agreement

Dear Mr. McCord:

     This will confirm the arrangements, terms and conditions pursuant to
which 5Net5 Corp. ("Consultant") has been retained as a Consultant to provide
services (as described below) to Horizon Pharmacies, Inc. (the "Company").
The undersigned hereby agrees to the following terms and conditions:

     1. DUTIES OF CONSULTANT. During the term of this Agreement, Consultant
will provide consulting services to the Company as requested. These services
will be performed on a best efforts basis and will include, without
limitation, designing of plans for, and implementation oversight of,
technology and Internet strategies, all with the objective of accomplishing
the business and financial goals of the Company. The Company understands that
it is engaging Consultant principally to design plans for technology,
e-commerce, marketing, and information gathering systems. As such, Consultant
shall be responsible for the creation of detailed plans and e-commerce
platform with written specifications (within 100 days) for the construction
and creation of detailed plans in writing, the systems and processes
described below in subpoints A through C. Consultant will not be responsible
for the purchase of, or payment for, any equipment, hardware or software,
additional consulting or installation services, or any other expenditure
necessary for the completion and implementation of the systems, strategies,
and overall platform designed by Consultant. In each case, Consultant will
exercises its best efforts to accomplish the goals established by the Company
and shall comply with all applicable laws in connection with the performance
of this Agreement. All deliverables and other work product created by
Consultant under this Agreement will be considered "work made for hire" under
applicable law, Consultant hereby irrevocably assigns to the Company without
further consideration, all of Consultant's right, title and interest in and
to that those deliverables and work product, including all intellectual
property rights therein. Consultant agrees to execute any documents and take
any other actions reasonably requested by the Company to document and
evidence the Company's ownership thereof. Consultant will indemnify, defend
and hold harmless the Company from and against any and all claims that any
such deliverable or work product infringes the intellectual property rights
of any third party.

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     A.   WEBSITE DESIGN: Consultant shall design viable plans in writing that
          are acceptable to the company for the infrastructure of a website for
          the Company with four main functionalities: (1) e-commerce, (2) health
          information and content provision, (3) customer/visitor information
          gathering systems, and (4) advertising and Internet traffic direction.
               i. E-COMMERCE FUNCTIONALITY: Consultant will design plans for
          systems which enhance current e-commerce capabilities on the Company's
          website and incorporate affinity marketing programs described below.
              ii. HEALTH INFORMATION AND CONTENT: Plans for the website will be
         designed to maximize customer interest through the provision of
         targeted health information and content offerings tailored to the
         Company's customer base.
              iii. CUSTOMER/VISITOR INFORMATION GATHERING SYSTEMS: Plans will be
         designed for systems to monitor all aspects of traffic and viewing
         patterns. Comprehensive information on what visitors see, how long they
         visit each page, how they interact with the site, and what they
         purchase will become the basis for targeted, and individual, marketing
         programs.
              iv. ADVERTISING AND INTERNET TRAFFIC DIRECTION STRATEGIES: Plans
         will operate on two levels: (1) on the Company's website and (2) on
         other websites. On the Company's website, Consultant will design an
         advertising program to allow other companies to purchase media. In
         addition, programs will be designed to increase traffic to the
         Company's website. On other websites, Consultant will design plans for
         an advertising program to increase brand recognition and exposure for
         the Company's e-commerce initiatives.

     B.  BRANCH-TO-HOME OFFICE INFORMATION DISTRIBUTION SYSTEM: Consultant
         will design plans for a system, to work in conjunction with the
         Affinity Marketing Programs described in subpoint C below, to
         distribute customer purchase information for the branch locations to a
         home office central database. This system will have three parts: (1)
         hardware and system architecture, (2) software, (3) procedures.
              i. HARDWARE AND SYSTEM ARCHITECTURE: The basic architecture will
         encompass smartcards, card readers, servers in branches to collect
         data, frame relay communications from branch offices to the home
         office, and a central home office server to house information
         databases. Consultant must evaluate current technology systems and give
         report on current compatibility with the architecture being designed
              ii. SOFTWARE: Systems will be designed to transmit and database
         customers purchase information at the branch locations and in the home
         office central database.
              iii. PROCEDURES: Consultant will design plans for operating
         procedures to accompany the hardware and software portions of the
         communications system.

     C.  AFFINITY MARKETING PROGRAMS: Consultant's affinity marketing program
         will have four main objectives: (1) communicating with customers, (2)
         tracking customer demands and buying patterns, (3) driving customers to
         demand and purchase higher-margin products and to visit, and purchase
         items at, the Company's e-commerce website, (4) increasing
         customer/Company bonds and loyalty. Consultant shall design technology
         and marketing systems, to include smart card programs, customer
         purchase information distribution systems between the branches and the
         home office, and online marketing program.
              i. COMMUNICATING WITH CUSTOMERS: Programs will focus on obtaining
         demographic and contact information from customers. Systems will be
         designed to reach customers via email, via direct mail, and via the
         Company's e-commerce website.

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              ii. TRACKING CUSTOMERS: Plans will be designed to identify
         individual customers at the point-of-sale through smartcards and on the
         Company's website to allow more effective marketing of products (i.e.,
         by learning what type of customer buys what products, which customers
         visit which locations, how often customers purchase, etc.) By
         identifying purchases on an individual basis, the Company will have the
         ability to clearly see the correlation between customer purchases and
         can more accurately design marketing and inventory programs to maximize
         purchases of higher-margin items and items available for purchase on
         the Company's website.
              iii. DRIVING CUSTOMERS: Plans will be developed to encourage
         purchases of higher-margin merchandise and items available for purchase
         on the Company's e-commerce website.
              iv. INCREASING CUSTOMER LOYALTY: Thorough knowledge of the
         customer base will allow the Company to more specifically design its
         product offerings to the demands of its customers, and more
         specifically tailor customer service, resulting in more satisfied and
         loyal customers.

         2.  COMPENSATION:

     A.  As compensation for the services to be performed by Consultant
         described in paragraph 1 above, Consultant shall be compensated with a
         grant of 300,000 warrants by the Company at market price of the
         business day previous to closing with performance vesting as follows:
              i. 150,000 warrants, each to purchase one share of the common
         stock of the Company at market price of the business day previous to
         closing, vested upon signing of the 5x5net corporation agreement.
              ii. Within two (2) business days after the 45th day the publicly
         traded common stock of the Company closes at a market price greater
         than, or equal to, a 45 calendar day trailing average of $4.00 per
         share the Company shall vest to the Consultant 50,000 warrants, each
         to purchase one share of the common stock of the Company as granted
         above.
              iii. Within two (2) business days after the 45th day the publicly
         traded common stock of the Company closes at a market price greater
         than, or equal to, a 45 calendar day trailing average of $5.00 per
         share the Company shall vest to the Consultant 50,000 warrants, each
         to purchase one share of the common stock of the Company as granted
         above.
              iv. Within two (2) business days after the 45th day the publicly
         traded common stock of the Company closes at a market price greater
         than, or equal to, a 45 calendar day trailing average of $6.00 per
         share the Company shall vest to the Consultant 50,000 warrants, each
         to purchase one share of the common stock of the Company as granted
         above.
              v. The following are the terms and conditions of all warrants on
         the Company's common stock to be delivered to the Consultant by the
         Company:
                   i.   These warrants shall contain a cashless exercise
                        provision satisfactory to Consultant.
                   ii.  The shares underlying all warrants shall be voting
                        common stock of the Company after vesting
                   iii. Upon written notice to the Company by the Consultant
                        (or its permitted designee), the Company shall deliver
                        within twenty (20) business days certificates
                        representing all of the shares underlying the warrants
                        then being exercised. Such certificates shall be duly
                        endorsed for transfer to the Consultant (or its
                        permitted designee(s)) or accompanied by properly

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                        executed stock powers. The Company shall at that time
                        deliver good and valid title to said shares, free and
                        clear of any and all liens, claims, charges, and
                        encumbrances of any nature whatsoever.
                  iv.   The company shall grant piggyback registration rights in
                        accordance to the SEC rules and regulations.
                        Once effective, the Company covenants and agrees to use
                        its best efforts to maintain the effectiveness of the
                        Registration Statement until the earlier of (i) the date
                        that all of the Registrable Securities have been sold
                        pursuant to a Registration Statement or Rule 144 of the
                        General Rules and Regulations promulgated under the Act
                        ("Rule 144"), or (ii) the date that the Holders of the
                        Registrable Securities receive an opinion of counsel to
                        the Company that all of the Registrable Securities may
                        be freely traded (without limitation or restriction as
                        to quantity or timing and without registration under the
                        Act) pursuant to Rule 144 or otherwise.
                   v.   the Warrants shall be immediately forfeited upon any
                        transfer or assignment by the Consultant, or any
                        transferee or assignee of the Consultant, to any person
                        or entity not qualifying as an "accredited investor"
                        (non-employees) under Rule 501.
              vi. A consulting fee of $10,000 per month for one (1) year,
         payable no later than the 10th calendar day of each month; provided,
         however, that the first month's fee shall be payable to Consultant on
         February 1st, 2000. If the publicly traded common stock of the Company
         closes at a market price greater than, or equal to, $5.00 for ten (10)
         trading days, this consulting fee shall become $20,000 per month for
         the remainder of the period of this agreement. In addition, the Company
         shall pay the Consultant retroactively an additional $10,000 for each
         month of this agreement prior to the month when payment of the $20,000
         consulting fee is begun under the above provision.
              vii. The Consultant shall be responsible for placing or brokering
         all advertising on the Company's website with approval in writing by
         the company, for a period of three (3) years from the date of this
         agreement and shall receive 15% of gross revenue from such advertising
         fees that and will be paid within 30 days upon receipt of said revenues
         by the Company. Consultant shall receive an additional 15% on
         e-commerce advertising fees that the consultant directly contracts.

     B. The Company shall reimburse non-ordinary expenses, with advanced
company approval in writing, consultant immediately upon request for all
reasonable and necessary out-of-pocket expenses incurred by Consultant in
connection with the rendering by Consultant of the services provided in this
Agreement upon presentation of vouchers and proof of expenses incurred.

        3. TERM. Unless otherwise extended by the Board of Directors of the
Company, this Agreement shall terminate upon one year from the date the
Company executes this Agreement; provided no substantial breach of contract.

        4. CAPITAL EXPENDITURES. The consultant is not responsible for any
capital or other expenditures necessary for the completion of the plans for
technology, e-commerce, marketing, and information gathering systems to be
designed by the Consultant as described in paragraph 1 above. The Company
recognizes that such expenditures are likely to include, without limitation,
website programming, website hosting, information/data feeds, communications
lines and equipment, and

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installation service. Company is responsible for implementation,
installation, ongoing maintenance and support of all hardware, software, and
systems. Company is responsible for programming, construction, support,
hosting, connectivity, content fees, data fees, and all other expenses
relating to the construction and ongoing maintenance of its website solely at
the companies discretion.

     5. AVAILABLE TIME. Consultant shall make available such time as
reasonable to both parties to perform its obligations under this Agreement.

     6. RELATIONSHIP. Nothing herein shall constitute Consultant as an
employee or agent of the Company, except to such extent as might hereinafter
be agreed in writing upon for a particular purpose. Except as might
hereinafter be expressly agreed, Consultant shall not have the authority to
obligate or commit the Company in any manner whatsoever.

     7. CONFIDENTIALITY. Without the prior written consent of the Company,
Consultant will not at any time, directly or indirectly, use, reproduce or
disclose any trade secrets, know-how or other information provided to
Consultant by or on behalf of the Company in connection with this Agreement
unless and until such information becomes publicly known through no fault of
Consultant. All information regarding the Company's customers, suppliers,
strategies, technology and plans will remain the sole property of the Company
and Consultant will maintain the confidentiality thereof in accordance with
this Section.

     8. ASSIGNMENT. This Agreement shall not be assignable by any party for
any reason whatsoever without the prior written consent of the other party,
which consent may be arbitrarily withheld by the party whose consent is
required; provided, however, Consultant may assign its rights under this
Agreement to any funds payable to it, to common stock of the Company issuable
to it or to warrants of the Company issuable to it.

     9. GOVERNING LAW. This Agreement shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be
construed in accordance with the laws of said State without reference to
principles of conflicts of law.

     10. SEVERABILITY. In the event any provision of this Agreement shall be
deemed invalid by a court of competent jurisdiction, such invalidity shall be
limited solely to the specific term or provision invalidated by such court
and, nevertheless, the balance of this Agreement shall remain in full force
and effect according to its terms.

     11. WAIVER. The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate as a waiver of any such breach of any
provision of this Agreement by any party.

     12. ENTIRE AGREEMENT, AMENDMENT. The terms and provisions of this
Agreement shall constitute the entire Agreement between the Company and
Consultant with respect to the subject matter hereof and shall supersede any
and all prior agreements or understandings between the parties whether
written or oral. This Agreement may be amended or modified only by a written
instrument executed by the parties.

     13. DISPUTE PROCEDURE. Any dispute, claim or controversy arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in New York, New York

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administered by the American Arbitration Association under its Commercial
Arbitration Rules. The parties further agree that they will abide by and
perform any award rendered by the Arbitrator(s). Judgment upon any such award
rendered may be entered in any court having jurisdiction thereof.

     14. TERMINATION. A one-year (12 month) contract from the software
agreement date. Either party can terminate after one year by providing 30 day
written notice. After six months (180 days) contract will become null and
void if funding for capital requirements of this project are not received
from a reputable broker/dealer with terms and conditions acceptable to the
company. The company may also terminate this agreement upon ten days prior
written notice to Consultant if Consultant materially breaches this Agreement
and fails to cure such breach within thirty days after the Company gives
Consultant written notice of such breach. Upon such termination for cause,
the Company will pay the cash consulting fee at the applicable rate set forth
above for services rendered through the termination date. The company may
also terminate this agreement if the following criteria are not met: 1)
consultant collects $25,000 gross revenue for the company 2) consultant
provides company research reports and distribution to institutional investors
and the e-commerce market and 3) the capital required for the plan accepted
by the company from 5net5 presented and accepted by Horizon must be raised
within 6 months.

     15. ADDITIONAL ELEMENTS. The Consultant shall cause an equity research
report on the Company to be written during the term of this agreement, and
will cause that equity research report to be distributed to institutional and
Internet clients. The Consultant shall post this equity research report to
its own website during the term of this agreement. The Company will provide
the Consultant free advertising space on the Company's website during the
term of this agreement.

If the foregoing is acceptable, please date, execute and return the enclosed
copy of this letter.

                                         Very truly yours,
                                         5NET5 CORP.

AGREED AND ACCEPTED:
HORIZON PHARMACIES, INC

                                         By: /s/ Kethe Cicconi
                                             --------------------
                                             Name:  Kethe Cicconi
                                             Title:  President




By: /s/ Ricky D. McCord
    ------------------------
    Name:  Ricky D. McCord
    Title: President & CEO
Date of Execution: 2/1/2000

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