LOAN AGREEMENT

                              August 10, 2000




Park Pharmacy Corporation
Attention: Mr. Thomas R. Baker, President
10711 Preston Road, Suite 250
Dallas, Texas 75230

Dougherty's Pharmacy, Inc.
Attention: Mr. Thomas R. Baker, President
10711 Preston Road Suite 250
Dallas, Texas 75230

RX-Pro.Com, Inc.
Attention: Mr. Jim Moncrief, President
10711 Preston Road, Suite 250
Dallas, Texas 75230

Ravens Pharmacy, Inc.
Attention: Mr.  Thomas R. Baker, President
10711 Preston Road, Suite 250
Dallas, Texas 75230

Total Pharmacy Supply, Inc.
Attention: Mr. Thomas R. Baker, President
10711 Preston Road, Suite 250
Dallas, Texas 75230

Park Infusion Services, LP
Attention: Mr. Thomas R. Baker
10711 Preston Road, Suite 250
Dallas, Texas 75230

Gentlemen:

     This Loan Agreement (the "Loan Agreement"), when
countersigned by an authorized officer or representative of each
entity,  Park Pharmacy Corporation ("Park"), a Colorado

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corporation, Dougherty's Pharmacy, Inc. ("Dougherty"), a Texas
corporation, RX-Pro.Com, Inc. ("RX"), a Texas corporation, Ravens
Pharmacy, Inc. ("Ravens"), a Texas corporation, Total Pharmacy
Supply, Inc. ("Total"), a Texas corporation and Park Infusion
Services, LP ("PIS"), a Texas limited partnership (hereinafter
for convenience sometimes collectively, jointly or singly
referred to as "Borrower"), will set forth the terms of a
multiple obligation credit facility by and between Borrower and
BANK OF TEXAS, N.A.("Bank").

1.   Credit Facility.  Subject to the terms and conditions set
forth in this Loan Agreement and the other agreements,
instruments and documents evidencing, governing, and/or
pertaining to the Loan, as hereinafter defined (collectively,
together with the Loan Agreement, referred to hereinafter as the
"Loan Documents"), which includes but is not limited to execution
of all required documentation, payment of all fees and expenses
of Bank, and tender of all enumerated documentation relating to
each Borrower, Bank hereby agrees to provide to Borrower the
credit facility hereinbelow described (the "Credit Facility") and
more particularly set forth in the Loan Documents:

          a.   $1,500,000.00 Revolving Line of Credit. Subject to
          the terms and conditions set forth herein and
          satisfaction of all of Borrower's obligations under the
          Loan Documents, Bank agrees to lend to Borrower on a
          revolving basis from time to time during the period
          commencing on the date hereof and continuing through
          August 10, 2001, the maturity date of the $1,500,000.00
          Revolving Line of Credit Note (the "Revolving Line of
          Credit Note"), such amounts as Borrower may request
          hereunder; provided, however, (i) the total principal
          amount outstanding at any time shall not exceed
          $1,500,000.00 (the "Revolving Line of Credit" or the
          "Maximum LOC Commitment Amount"), and (ii)
          notwithstanding anything to the contrary herein,
          amounts outstanding on the Revolving Line of Credit
          Note and all other debt of Borrower under this Credit
          Facility shall not exceed the Borrowing Base Amount.
          Subject to the terms and conditions of the Revolving
          Line of Credit , Borrower may borrow, repay and
          reborrow amounts thereunder.  Collateral for the
          Revolving Line of Credit Note shall be a first and
          prior lien and security interest in and to all assets
          of Borrower.   The sums advanced under the Revolving
          Line of Credit Note shall be used by the Borrower to
          provide (i) working capital support for Borrower and
          (ii) refinancing of existing debt owed by any one or
          more of the entities comprising Borrower, including
          without limitation part or all of the amounts owed by
          members of Borrower to Bank under a prior credit
          facility hereafter referred to as the "March 6, 2000
          Credit Facility."

          b.   $1,300,000.00 Term Note.  Subject to the terms and
          conditions set forth herein and satisfaction of all
          obligations of the Borrower in the Loan Documents, Bank
          agrees to lend Borrower on a term basis beginning on
          the date hereof and continuing for a term of four (4)
          years, in a single advancement of  $1,300,000.00.

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               This Note (the "Term Loan" or "Term Note") will
          amortize fully on the basis of a four (4) year mortgage
          amortization and mature on August 10, 2004.  Collateral
          for the Term Loan shall include not only equipment, but
          accounts receivable, inventory, general intangibles,
          payment intangibles and all other assets as defined
          below.  No leased or third party owned equipment shall
          be included in "assets of Borrower."  The monies
          advanced on the Term Loan will be used by Borrower to
          refinance existing debt owed by any one or more of the
          entities comprising Borrower, including without
          limitation part or all of the amounts owed by members
          of Borrower to Bank under the March 6, 2000 Credit
          Facility.

          c.   $5,000,000.00 Acquisition Line of Credit.
          Subject to the terms and conditions set forth herein in
          satisfaction of all obligations of the Borrower in the
          Loan Documents, Bank agrees to lend to Borrower on a
          revolving basis from time to time during the period
          commencing on the date hereof and continuing through
          August 10, 2001, such amounts as Borrower may request
          for accomplishing the purchase of assets of companies
          to be acquired including without limitations the assets
          of PIS; provided, however, (i) the total principal
          amount outstanding at any time shall not exceed
          $5,000,000.00 (the "Acquisition Line of Credit") or the
          ("Maximum Acquisition Commitment Amount"); (ii) within
          one hundred and eighty (180) days of the Closing and
          funding of an acquisition financed under this facility,
          the total acquisition consideration (including all
          relevant fees and expenses) must be refinanced by
          Borrower on a four (4) year fully amortizing term loan
          identical to the terms and provisions for the Term Loan
          set forth above; (iii) notwithstanding anything to the
          contrary herein, any amounts advanced under the
          Acquisition Line of Credit when added to all other
          indebtedness owed by Borrower to Bank under the terms
          of this Loan Agreement shall not exceed the Borrowing
          Base.  Amounts refinanced in accordance with the
          provisions of Section 1. c.(ii), above shall not be
          taken into account for determining the Maximum
          Acquisition Commitment Amount, but shall be taken into
          account by the Borrower in reporting the conformity of
          this Credit Facility and the limit of all borrowings in
          relationship to the Borrowing Base.  Collateral for the
          Acquisition Line of Credit shall be a first and prior
          lien and security interest in and to all assets
          acquired in any acquisition financed hereby together
          with all other assets of Borrower.   Subject to the
          terms and conditions of the Acquisition Line of Credit,
          Borrower may borrow, repay and reborrow amounts
          thereunder.  The sums advanced under the Acquisition
          Line of Credit shall be used by the Borrower to provide
          acquisition financing of other pharmacies and/or
          pharmaceutical/ medical supply concerns or the assets
          thereof.

          d.   The three (3) notes identified above and any
          additional note made by the Borrower in satisfaction of
          the requirements of the Acquisition Line of Credit (a

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               "Note") or the "Notes") will provide that the
          Notes are cross-collateralized and cross-defaulted.  As
          Borrower meets its obligations under the Acquisition
          Line of Credit and refinances the acquisition cost of
          the transaction with the proceeds of a term note as
          provided above, Borrower shall execute and deliver to
          Bank any and all other collateral documentation in form
          and substance to the satisfaction of the Bank and pay
          all costs and expenses of Bank incurred thereby,
          including without limitation Borrower shall deliver (i)
          a promissory note of the Borrower in the amount
          required; (ii) a written pledge and security agreement
          (substantially in the form of the pledge and security
          agreements to be executed to secure one or more of the
          Notes set forth above granting a lien and security
          interest on all assets so acquired, (iii) a written
          opinion of counsel containing opinions of the type
          delivered by Borrower's current counsel at the closing
          thereof and a separate opinion to the effect that the
          act of pledging assets in the manner contemplated to
          secure the debt of Borrower is not subject to a
          fraudulent conveyance claim, (iv) execution and
          delivery of all necessary financing statements or other
          documentation or agreements required by Bank to perfect
          a first and prior security interest in the Additional
          Collateral, (v) if applicable, evidence of the
          authorization and binding effect of that future
          subsidiary's proffered performance under those new
          agreements and/or documents, and (vi) payment of all
          Bank's costs, including without limitation reasonable
          attorney's fees and expenses.

All advances under the Notes and the amounts from time to time
outstanding shall be collectively called the "Loan".  Bank
reserves the right to require Borrower to give Bank not less than
three (3) Business Days' prior written notice of each requested
advance under the Revolving Line of Credit Note not advanced at
closing and any subsequent request for an advance under the
Acquisition Line of Credit, specifying (i) the aggregate amount
of such requested advance and providing evidence of or the
particulars establishing  Borrower's eligibility under the
Borrowing Base, all as  more particularly set forth in the
Revolving Line of Credit Note and/or the Acquisition Line of
Credit Note, and (ii) the requested date of such advance, with
such advances to be requested in a written form satisfactory to
Bank.

2.   Promissory Notes.   The Loan shall be evidenced initially by
three (3) promissory notes (together with any renewals,
extensions, modifications, and/or  increases thereof, if any [and
none is committed by Bank], the "Revolving Line of Credit Note,"
the "Term Note" and the "Acquisition Line of Credit Note"
respectively, with each Note providing for joint and several
liability, duly executed by an authorized officer and/or
representative of each entity of Borrower and payable to the
order of Bank), in the stated aggregate principal amount of up to
$7,800,000.00 (the "Commitment Amount"), and otherwise in form
and substance acceptable to Bank.  Interest on the three (3)
Notes shall accrue at the various rates set forth in each such
Note.  The principal of and interest on the three (3) Notes
comprising the Loan and any subsequent

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refinancing under the Acquisition Line of Credit Note shall be
due and payable in accordance with the terms and conditions set
forth in each of the Notes and in this Loan Agreement.

3.   Collateral.    As collateral and security for the
indebtedness evidenced by the Notes and any and all other
indebtedness or obligations related to or arising under the Notes
(collectively the "Indebtedness"), Borrower has pledged and
assigned to Bank, its successors and assigns, a first and prior
lien and security interest in the following property or property
interests of Borrower as follows:

          a.   Revolving Line of Credit Note: (i) all assets
          including accounts receivable, inventory, accounts,
          securities, fixed assets and general intangibles and
          payment intangibles of each of the entities comprising
          Borrower and (ii) all accounts receivable, inventory,
          cash and all other tangible personal property of
          Borrower, including without limitation, insurance
          policies thereto and all proceeds therefrom together
          with warranties, service contracts and proceeds
          therefrom (the "LOC Collateral"), more particularly
          described in those six (6) certain Pledge Agreements or
          Pledge and Security Agreements dated of even date
          herewith, executed as appropriate, by Park, Dougherty,
          RX, Ravens, Total and PIS to or for the benefit of Bank
          (each hereafter referred to as a "Pledge Agreement").
          Park, Dougherty, RX, Ravens, Total and PIS agree to
          execute such other agreements and documents as Bank
          shall deem appropriate and otherwise require from time
          to time to more fully create and perfect Bank's first
          and prior liens and security interests in the LOC
          Collateral.  Borrower confirms that each entity
          comprising  Borrower owns the LOC Collateral free and
          clear of all security interests and liens of any type
          after closing and the payoff of any loan balance of
          Borrower  then outstanding,  as applicable.

          b.   Term Note: All the LOC Collateral shall also be
          Collateral for the Term Note (the "Term Note
          Collateral").

          c.   Acquisition Line of Credit Note:   (i) All assets
          not leased or licensed (but including all contractual
          rights thereto) acquired by Borrower in connection with
          any acquisition financed by means of advance under the
          Acquisition Line of Credit Note and (ii) all the
          Collateral securing the Revolving Line of Credit Note
          described above.

          d.   Guaranty Agreements:  If Park elects to add
          eligible assets of any future subsidiary to secure the
          note(s) required to refinance a portion of the
          Acquisition Line of Credit Note, then, as part of the
          requirements discussed above Borrower further agrees to
          provide to Bank a note and pledge and security
          agreement, or at Bank's option as additional security
          for repayment of the Credit Facility separate

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               written guaranty agreements (each hereafter
          referred to as a "Guaranty") substantially in form of
          the attached Exhibit "B" or as otherwise required by
          Bank in its sole discretion by each future subsidiary
          of Park.  Each Guaranty will remain in effect until the
          Notes and all costs and expenses due therein are fully
          paid.  Each Guaranty shall expressly provide that the
          Bank will be entitled to proceed to enforce its rights
          in the Additional Collateral against one or more
          Guarantors without proceeding against any one or all of
          the entities comprising the Borrower, any other
          Guarantor, or in any combination thereof, or in respect
          of any other collateral which secures the Credit
          Facility in such manner, time and sequence  as the Bank
          shall determine in its sole and absolute discretion.

          e.   Cross-collateralization and cross-default: The
          Notes and any other obligation of Borrower to Bank
          shall provide that all collateral for that Note is also
          collateral for the other Note, and also state that a
          default in the payment of one Note or in the
          performance of Borrower's or any other party's
          obligations under the Loan Documents associated thereto
          shall also be a default under the provisions of the
          other Note.

          f.   Definitions: The following definitions shall apply
          to the Loan Documents and the terms and provisions
          thereof.

               (i)  "Accounts Receivable"    Any present or
               future right to receive payment as shown on the
               books and records of Borrower, including without
               limitation accounts receivable established in the
               ordinary course of business, contract rights
               evidencing a debt or obligation of a third party
               not an Affiliate (defined herein), a tax refund
               due to Borrower based on a filed tax return, or
               any other account, chattel paper or document which
               evidences a right of Borrower  to receive payment
               from a third party, not an Affiliate of Borrower.

               (ii) "Affiliate"  Any partnership, joint venture,
               company, association or other entity related to
               Borrower by common ownership.

               (iii)     "Assets of Borrower"     Those assets
               which are not leased or licensed (but as to any
               such lease or licensed assets all contractual
               rights of use thereto) which are owned by
               Borrower, whether real or personal, or any form
               mixed, together with all intangible rights or use
               and all intellectual property, goodwill,
               trademark, service mark, patent, license or
               contractual right in any manner related thereto or
               associated therewith.

               (iv) "Borrowing Base Amount or "Borrowing Base"
               That amount which is equal to two and one-half (2-
               1/2) times the total of the trailing

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               twelve (12) months proforma EBITDA of Borrower
               plus an amount equal to the trailing twelve (12)
               months proforma EBITDA of any entity or assets
               purchased by Borrower by means of an advance on
               the Acquisition Line of Credit Note, or otherwise
               acquired by stock purchase, merger transaction,
               master lease arrangement or other similar
               transaction.  Proforma EBITDA to determine the
               "Borrowing Base" or "Borrowing Base Amount"  may
               include, with prior written Bank approval on a
               case by case basis, certain add-backs associated
               with a particular acquisition or other accounting
               adjustments reasonably related thereto.

               (v)  "Contra Accounts"  Any account receivable
               where Borrower has a corresponding account
               payable.  Stated differently, any situation where
               there are mutual accounts receivable and accounts
               payable existing between Park, Dougherty, RX,
               Ravens, Total or PIS or any future subsidiary of
               any one or more of Borrower in respect of inter-
               company obligations as well as any obligations
               with a third party.

               (vi) "Government Accounts"    Any account
               receivable from any governmental agency which is
               not a "pre-approved Medicare/Medicaid account."
               Included within this definition would be any
               Medicare account based upon assignments for
               durable goods, "walk-in" accounts or other
               accounts subject to governmental audit.

               (vii)     "Guarantor"    Any future subsidiary of
               Park which executes and delivers to Bank a written
               guaranty of the Credit Facility and a pledge
               agreement granting a first and prior security
               interest in certain of its personal property which
               is eligible LOC Collateral.

               (viii)    "Ineligible Accounts Receivable"   Any
               account receivable more than ninety (90) days
               outstanding for any account other than a Medicare
               account, and for any Medicare account more than
               one hundred and fifty (150) days old and any
               account receivable required to be subtracted from
               total accounts receivable in accordance with the
               requirements of Schedule 1 to Exhibit "A" attached
               to this Agreement.

               (ix) "Eligible Accounts Receivable"     Eighty
               percent (80%) of any account receivable which is
               not an Ineligible Account Receivable as defined
               above expressed on the basis of book value of each
               account according to the books and records of each
               Borrower.

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               (x)  "Eligible Inventory"     Those items held for
               sale to third parties not otherwise held for or as
               consigned goods as reflected on the books and
               records of Borrower at fifty percent (50%) of
               FIFO, cost basis accounting method applying
               generally accepted accounting principles ("GAAP").

               (xi) "Eligible Equipment"       All equipment and
               other fixed assets actually owned by Borrower
               valued as carried on the books and records of that
               owning entity at fifty percent (50%) of the
               depreciated book value at cost of all such
               eligible items.

               (xii)     "Additional Collateral"  Collateral
               which is satisfactory to the Bank and of the same
               type, character and quality originally pledged to
               secure the Credit Facility, but excluding any
               Collateral pledged for the Term Note, originally
               pledged for the Revolving Line of Credit, any
               asserted value for any Guaranty or any Collateral
               which Borrower and/or Borrower's future
               subsidiaries do not own and cannot provide a first
               and prior perfected security interest to Bank.

               (xiii)    "EBITDA" or "adjusted EBITDA" On a
               consolidated basis of all entities comprising
               Borrower, the amount of earnings before interest,
               taxes, depreciation and amortization determined in
               accordance with generally accepted accounting
               principles on a consistent basis.  "Adjusted
               EBITDA" or "adjusted EBITDA" shall mean the EBITDA
               with adjustments requested by Borrower and
               approved by Bank in accordance with the terms
               hereof.

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4.   Loan Administration Matters

           a.  Mandatory Reduction.  During the term the Loan is
          outstanding at any time the amount advanced and
          outstanding on either the Revolving Line of Credit Note
          and/or the Acquisition Line of Credit Note is in excess
          of any of the conditions stated below, Borrower shall
          immediately make a payment on the Loan within five (5)
          business days in an amount sufficient to reduce the
          outstanding balance of the Revolving Line of Credit
          Note and/or the Acquisition Line of Credit Note to an
          aggregate amount equal to or less than the Borrowing
          Base, or Borrower shall cause to be pledged to the Bank
          Additional Collateral in form reasonably satisfactory
          to the Bank.  Upon either party obtaining knowledge
          that Borrower is not in compliance with the Borrowing
          Base, Borrower shall not be entitled to any further
          advances on the Revolving Line of Credit Note and/or
          the Acquisition Line of Credit Note until such time as
          Borrower has made the payment provided above or pledged
          Additional Collateral in an amount and manner
          satisfactory to the Bank to a level of compliance.
          Payment of the required amount to bring the outstanding
          balance of the Revolving Line of Credit Note into
          compliance with the provisions of this Agreement shall
          be made on or before five (5) business days after the
          date Borrower shall have filed a report with Bank
          hereunder reflecting that set of facts.  Any action by
          Borrower to pledge Additional Collateral to conform
          with the provisions hereof shall not increase the
          Maximum LOC Commitment Amount and/or Maximum
          Acquisition LOC Commitment Amount.   The total amount
          of the indebtedness owed by Borrower to Bank under the
          Notes shall never exceed the Borrowing Base.

     b.   Advancement on Term Note.  Borrower shall be entitled
          to one (1) advance on the Term Note in the amount and
          based upon the provisions of paragraph 1(b), above.
          The amount of advancement to the Term Note shall be
          $1,300,000.00.

5.   Representations and Warranties.    Park, Dougherty, RX,
Ravens, Total and PIS hereby jointly and severally represent and
warrant, and upon each request for an advance under the Credit
Facility further so represent and warrant, to Bank as follows:

          a.   Binding Obligations.      The execution, delivery,
          and performance of this Loan Agreement and all of the
          other Loan Documents by Borrower, and where applicable
          by each Guarantor, constitute legal, valid and binding
          obligations of Borrower and where applicable of each
          Guarantor, enforceable in accordance with the
          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.

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          b.   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 any law, governmental regulation, court decree or
          order applicable to Borrower, or (ii) require the
          consent, approval or authorization by any third party,
          other than the action to be taken by each Guarantor in
          executing and delivering a Guaranty and a Pledge
          Agreement as provided above.

          c.   Financial Condition. Each financial statement of
          Borrower and of any future subsidiary of Park agreeing
          to be a Guarantor supplied to the Bank fairly discloses
          and presents Borrower's and/or each of Park's
          subsidiary's respective financial condition as of the
          date of each such statement.  There has been no
          material adverse change in such financial condition or
          results of operations of Borrower subsequent to the
          date of the most recent financial statements supplied
          to the Bank.  In the event any obligation of Borrower
          hereunder is subsequently additionally secured by a
          Guarantor, each Guarantor shall make the foregoing
          representations and warranties regarding its financial
          statements for the relevant periods addressed thereby.

          d.   Litigation.    There are no actions, suits or
          proceedings, pending or, to the knowledge of Borrower,
          threatened against or affecting Borrower, or the
          property of Borrower and/or of a Guarantor, if
          applicable,  before any court or governmental
          department, commission or board, which, if determined
          adversely to Borrower and/or any Guarantor, if
          applicable, would have a material adverse effect on the
          financial condition, properties, or operations of
          Borrower, any subsequent affiliate  and/or any
          Guarantor.

          e.   Taxes; Governmental Charges.  Borrower and, if
          applicable, each Guarantor have filed all federal,
          state and local tax reports, applications, and returns
          required by any law or regulation to be filed by
          Borrower (and if applicable by a Guarantor)  and each
          filing party 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.

     f.   UCC Matters.   Borrower warrants and represents that
          the information detailing Borrower's business location
          and the location of all assets pledged to secure the
          Credit Facility hereby are as listed on Exhibit "D".
          Borrower further commits to immediately apprise Bank no
          later than thirty (30) days following any change of the
          information set forth below and to execute all
          documents and pay all costs and expenses to be incurred
          by Bank in connection with any additional steps which


                             Page 10

     <PAGE>

          may be required to perfect and/or continue the
          perfection of the security interests and liens granted
          hereby.

6.   Conditions Precedent to Advances.  Bank's obligation to make
any advance under this Loan Agreement relating to any one of the
three (3) Notes, to any term loan required under the Acquisition
Line of Credit or under the other Loan Documents shall be subject
to the conditions precedent that, as of the date of such advance
or loan 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 respective or
consolidated financial condition of Borrower (and a Guarantor, if
applicable) 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), (iv) Bank has received all Loan Documents
appropriately executed by Borrower and all other proper parties
and Borrower has paid any and all fees and expenses due Bank
hereunder, and (vi) Borrower has submitted all required
certificates and other documentation to request an initial or
subsequent (where, when and to the extent permitted) advance on
the Credit Facility and to meet all reporting obligations
hereunder.

7.   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 Borrower will, unless Bank
shall otherwise consent in writing:

     (a)  Monthly Financial Statements.  As soon as available,
          and in any event within thirty (30) days after the end
          of each of the months of each fiscal year of Borrower,
          Borrower will provide Bank a separate  financial report
          for the immediate past month ending for Park,
          Dougherty, RX, Ravens, Total and PIS and each
          Guarantor, if any.   Each report will contain a copy of
          an unaudited financial report of those five entities
          and any subsequently acquired entity as of the end of
          such month and for the portion of the fiscal year then
          ended, containing balance sheets, statements of income,
          statements of retained earnings, statements of changes
          in financial position and cash flow statements, in each
          case setting forth in comparative form the figures for
          the corresponding period of the preceding fiscal year,
          all in reasonable detail certified by the respective
          chief financial officer of Borrower to have been
          prepared in accordance with generally accepted
          accounting principles ("GAAP") and to fairly and
          accurately present (subject to year-end audit
          adjustments) the financial condition and results of
          operations of Park, Dougherty, RX, Ravens, Total and
          PIS and each Guarantor, if any, at the date and for the
          periods indicated therein;

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     (b)  Quarterly Consolidated Financial Statements.  Within
          forty-five (45) days of the end of each fiscal quarter,
          Borrower shall provide a quarterly consolidated
          financial statement for Borrower and any future
          subsidiary of Park.  Each such quarterly report shall
          summarize the prior quarterly end balances and contain
          all such detail as is provided in the monthly financial
          statements summarized for the quarter and reflected on
          a consolidated basis for Borrower and any future
          subsidiary of Park, all in reasonable detail prepared
          by an outside CPA and certified by the respective chief
          financial officer of Borrower.  Each such summary shall
          be prepared in accordance with generally accepted
          accounting principles and fairly and accurately present
          the financial condition and results of operations of
          the Borrower on a consolidated basis for that quarter
          ending;

     (c)  Annual Financial Statements.  As soon as available and
          in any event within ninety (90) days after the end of
          each fiscal year of the Borrower beginning with the
          fiscal year ended June 30, 2001, Borrower will provide
          Bank a copy of the annual audited consolidated
          financial statements for Park, Dougherty, RX, Ravens,
          Total and PIS and any  Guarantor for such fiscal year
          containing balance sheets, income statements,
          statements of retained earnings, statements of changes
          in financial position and cash flow statements, as at
          the end of each such fiscal year and for the twelve
          (12) month period then ended, in each case setting
          forth in comparative form the figures for the preceding
          fiscal year, all in reasonable detail and audited and
          certified by independent certified public accountants
          of recognized standing acceptable to the Bank, to the
          effect that such report has been prepared in accordance
          with GAAP;

          (d)  Borrowing Base Certificate.  Furnish to the Bank,
          within thirty (30) days of the end of each month, a
          Borrowing Base Certificate (in the form of Exhibit "A"
          to this Agreement) for the previous month end, together
          with a monthly listing and aging of accounts receivable
          which includes a complete and correct list of the
          account debtors, their addresses and the amount owing
          to Borrower and/or each Guarantor, if applicable, by
          each such account debtor;

          (e)  Compliance Certificate.  Furnish to Bank at its
          request, but no less frequently than forty-five (45)
          days from the end of each fiscal quarter a covenant
          Compliance Certificate expressly setting forth the
          Borrower's position in respect of all financial
          covenants set forth herein, save and except that the
          Borrower shall provide a Compliance Certificate setting
          forth the Consolidated Debt Service coverage ratio on a
          monthly basis.

                              Page 12

<PAGE>


          (f)  Inventory Schedule.  Furnish to the Bank, at its
          request, but no less frequently than annually,
          beginning June 30, 2001, on or before thirty (30) days
          from the end of the fiscal year end period, a schedule
          of all inventory in a form satisfactory to the Bank;

          (g)  Listing of Accounts Payable.  Furnish to the Bank,
          at its request, a listing and aging of accounts payable
          of the Borrower and, if applicable, each Guarantor;

          (h)  Certificate of No Default.  Furnish to the Bank,
          within thirty (30) days of the end of each month, a
          separate Certificate of No Default signed by a
          representative of Park, Dougherty, RX, Ravens, Total
          and PIS in the form of Exhibit "D" attached hereto and
          incorporated by reference to the effect that to the
          best of his knowledge and after reasonable
          investigation no Event of Default (as hereinafter
          defined) has occurred hereunder or under any other
          agreement to which the Borrower is a party or by which
          it is bound or by which any of its properties or assets
          may be affected and the default thereunder is material
          to Borrower's financial condition, and no event which,
          with the giving of notice or the lapse of time or both,
          would constitute an Event of Default has occurred and
          is continuing;

          (i)  Notice of Default.  Give notice to the Bank
          immediately in writing of the occurrence of any Event
          of Default and each event which, with the giving of
          notice or lapse of time or both, would constitute an
          Event of Default, any change in the name or address of
          the Borrower, any change in name, identity or Borrower
          structure, and any uninsured or partially uninsured
          loss through fire, theft, liability or property damage,
          except deductible amounts;

          (j)  Notice of Litigation.  Promptly give notice to the
          Bank of all litigation and all proceedings before
          governmental or regulatory agencies affecting the
          Borrower or any future subsidiary of Park, excepting
          only  litigation or proceedings not materially
          affecting the operations or financial condition of the
          Borrower and/or of each Guarantor or Affiliate;

          (k)  Notice of Material Adverse Effect.  As soon as
          possible and in any event within five (5) days after
          the occurrence thereof, provide written notice of any
          matter that could have a material adverse effect on the
          business, condition (financial or otherwise),
          operations, prospects, or properties of the Borrower
          or, if applicable, a Guarantor;

          (l)  Guarantor Financial Statements.  Furnish to the
          Bank, within ninety days of the end of the fiscal year
          on June 30, corporate financial statements and trial
          balances and cash flow statements of each Guarantor, if
          any;

                              Page 13

<PAGE>

          (m)  Further Assurances.  From time to time, upon
          request by the Bank, execute and deliver to the Bank
          any instrument, document, assignment or other writing
          which may be necessary or advisable in the Bank's
          opinion to carry out the terms of the Agreement and to
          perfect the Bank's security interest in and facilitate
          the collection of any Collateral securing the Credit
          Facility;

          (n)  Insurance.  Maintain insurance with financially
          sound and reputable insurance companies at least in
          such amounts and against such risks as are usually
          insured against by persons engaged in similar
          businesses.  Each policy covering Collateral shall name
          the Bank as loss payee or additional insured, as
          appropriate, and provide that such policy will not be
          canceled without thirty (30) days prior written notice
          to the Bank;

          (o)  Existence.  Maintain its existence as a
          corporation duly incorporated and in good standing
          under the law of the jurisdiction under which it is
          incorporated and continue to be duly licensed or
          qualified as a foreign corporation in all jurisdictions
          wherein the character of the property owned or leased
          by it or the nature of the business transacted by it
          makes licensing or qualification necessary by a foreign
          corporation.  For any member of Borrower or any
          subsequent Guarantor which is a limited partnership,
          that entity shall maintain its existence in good
          standing and conformity to the laws of the state of its
          organization and possess all rights to conduct business
          in accordance with the laws thereunder, including
          without limitation satisfy the obligations of any
          corporate general partner to maintain its existence and
          good standing under the laws of the state of its
          organization and to be qualified to do business in the
          State in which the limited partnership has registered;

          (p)  Inspection.  Make available to the Bank's officers
          or representatives, at any reasonable time, the books
          and records of the Borrower, including, but not limited
          to, the accounts receivable files, inventory records,
          general ledger, and correspondence files.  The Bank has
          the right to examine its Collateral at any reasonable
          time without prior notice;

          (q)  Compliance with Laws.  Comply in all material
          respects with all applicable laws, rules, regulations
          and orders of any court, governmental authority or
          arbitrator;

          (r)  Taxes.  Pay and discharge all taxes, assessments
          and governmental charges ("taxes") imposed upon the
          Borrower or its property or property used by Borrower
          in the conduct of its business prior to maturity or
          before the taxes become delinquent;


                             Page 14


<PAGE>

     (s)  Opinion of Counsel. Borrower shall provide Bank an
          opinion of counsel in the form satisfactory to Bank's
          counsel providing opinions by Borrower's counsel as to
          the existence of Park, Dougherty, RX, Ravens, Total and
          PIS where and when applicable, that the value received
          by each Guarantor and the binding effect of each
          Guaranty and each Pledge Agreement by a Guarantor, an
          opinion on usury, organization and good standing of the
          Borrower and each Guarantor as well as the
          authorization of Borrower and each Guarantor to conduct
          business in the State of Texas, and evidence that all
          requisite corporate action, authority of the executing
          officer and no third-party consents are required,
          together with such other opinions as might be
          appropriate under the circumstances to accomplish the
          Loan and evidence Borrower's and, when applicable, each
          Guarantor's ability to enter into, execute and perform
          under the terms of the Loan Documents.

          (t)  Advice of Principal Place of Business.  Each
          entity comprising Borrower agrees to immediately Bank
          of any change of address relative to the principal
          place of business of Borrower.  Each entity comprising
          Borrower further agrees to notify Bank of any material
          change of information set forth in the attached Exhibit
          "D" and to cooperate with Bank, execute and deliver
          such additional financing statements, documents,
          certificates or other instruments as may be reasonably
          required to allow Bank to maintain, continue and/or
          perfect its security interest now or hereafter granted
          or to be granted in connection with providing
          Collateral for the Notes.  In the event a Guarantor
          delivers a Pledge and Security Agreement to secure the
          obligations of that Guarantor to Bank, that Guarantor
          shall give a written declaration to Bank of the
          location of its principal place of business and all
          locations at which the assets pledged to secure the
          Guaranty are located in the ordinary course of
          business.

8.   Negative Covenants. Until (i) the Revolving Line of Credit
Note, the Term Note and the Acquisition Line of Credit 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)  Debt.     Directly or contingently create, incur,
          assume or suffer to exist any debt for borrowed money,
          whether by way of loan, guaranty or the issuance or
          sale of bonds, debentures, notes or securities,
          including deferred debt for the purchase price, except
          (i) the Loan described herein, (ii) current accounts
          payable and other current obligations (other than for
          borrowed money) arising out of transactions in the
          ordinary course of business and (iii) loans by any one
          of the five entities

                              Page 15

<PAGE>

               comprising the Borrower to any one or more of the
          other entities comprising the Borrower;

          (b)  Mergers; Dispositions.  Form any new subsidiary or
          merge or invest in or consolidate with any corporation
          or other entity, or sell, lease, assign, transfer, or
          otherwise dispose of (whether in one transaction or as
          a series of related transactions) all or substantially
          all of its assets, whether now owned or hereafter
          acquired, or acquire by purchase or otherwise, all or
          substantially all of the assets of any corporation or
          other entity where the total consideration is in excess
          of Five Hundred Thousand Dollars ($500,000.00).  It is
          understood that Borrower may effect a consolidation of
          business and/or transfer of assets for infusion
          services to patients between Dougherty's and PIS.
          Borrower shall give Bank written notice of any such
          event, and if necessary, execute and deliver any such
          additional documentation as may be reasonably required
          to continue the perfection and existence of all
          security interests granted by the Borrower as at the
          date of the establishment of this Credit Facility;

          (c)  Change in Form of Business.  Borrower shall not,
          directly or indirectly, engage in any business
          significantly and materially different from those in
          which it currently engages in or contemplates engaging
          in, or substantially altering its current method of
          doing business;

          (d)  Restricted Payments.     During any single fiscal
          year, pay any cash dividend or make any other payment
          or distribution (in cash, property, or obligations)
          other than a stock dividend on account of its
          respective capital stock, or redeem, purchase or
          retire, or otherwise acquire any of its capital stock,
          or set apart any money for a sinking or other analogous
          fund for any dividend or other distribution on its
          capital stock or for any redemption, purchase,
          retirement, or other acquisition of any of its capital
          stock, or grant or issue any capital stock, except that
          any subsidiary of Park shall be permitted to pay cash
          dividends to Park; or

          (e)  Liens.  Create, incur, assume or suffer to exist
          any mortgage, deed of trust, pledge, encumbrance, lien
          or security interest of any kind, upon any of its
          property now owned or hereafter acquired, except (i)
          liens, mortgages, encumbrances or security interests to
          secure payment of the borrowings authorized hereunder;
          (ii) pledges or deposits to secure obligations under
          workmen's compensation laws or of similar laws; (iii)
          deposits to secure public or statutory obligations;
          (iv) statutory mechanics', carriers', workmen's,
          repairmen's liens or other like items in the ordinary
          course of business with respect to obligations which
          are not overdue or are being contested in good faith;
          and (v) existing liens not contemplated under


                              Page 16

<PAGE>

               this Agreement as reflected by the financial
          statements submitted to the Bank dated as of
          December 31, 1999;

          (f)  Affiliated Transactions. Enter into any
          transaction, including, without limitation, the
          purchase, sale, or exchange of property or the
          rendering of any service, with any Affiliate of the
          Borrower or a division or future subsidiary of Park,
          except in the ordinary course of and pursuant to the
          reasonable requirements of the Borrower's (or such
          division's or future Parks subsidiary's)  business and
          upon fair and reasonable terms no less favorable to the
          Borrower (or such division or future subsidiary of
          Park) than would be obtained in a comparable arms-
          length transaction with a person not an affiliate of
          the Borrower (or such division or subsidiary of Park);

          (g)  Disposition of Assets.  Sell, lease, assign,
          transfer, or otherwise dispose of any of its assets;
          and

          (h)  Capital Expenditures.  Permit its aggregate
          capital expenditures to exceed $250,000.00 during any
          fiscal year.

          (i)  Change in Management.    Permit a change in the
          senior management of Borrower's business operations
          whereby at the end of that change at least one of
          Thomas R. Baker, Joe Moncrief or Joe B. Park is not
          holding a senior executive office of the Borrower.  In
          the event of the retirement, legal incapacity of death
          of these three (3) named senior officers, Borrower
          shall be able to obtain Bank's approval of another
          individual with qualified management experience to have
          included in this roster of approval senior management
          of the Borrower.

     (j)  Financial covenants.  Borrower shall not allow the
total indebtedness due from Borrower to Bank under this Credit
Facility:

           (i)  to exceed the Borrowing Base; or

           (ii) to exceed an amount equal to the total senior
                funded debt to adjusted EBITDA on a consolidated
                basis for the prior trailing twelve (12) months as
                reported and measured quarterly beginning with the
                quarter ending September 30, 2000 and continuing
                in a like manner at the end of each fiscal quarter
                thereafter times 3.0; or

          (iii) to result in a consolidated debt service
                coverage for the Loan less than 1.3 to 1.0
                calculated on the basis of adjusted EBITDA less
                cash taxes paid

                              Page 17

<PAGE>

               divided by all principal and interest payments.
               This standard shall be calculated and reported by
               Borrower on a monthly basis; or

          (iv) to result in  a consolidated basis the minimum
               current ratio of less than 1.50 to 1.0.  This
               ratio shall be calculated quarterly; or

          (v)  to result in a ratio of total funded senior debt
               to margin collateral of 1.35 to 1.0 on a trailing
               twelve (12) months' basis adjusted quarterly
               beginning with the quarter ending September 30,
               2000 and continuing in a like manner at the end of
               each fiscal quarter thereafter.  "Margin
               collateral" shall include Eligible Accounts
               Receivable, Eligible Inventory and Eligible
               Equipment.
9.   Events of Default.  In confirmation and/or in addition to
the express terms of the Loan Documents, each of the following
shall constitute an "Event of Default" under this Loan Agreement:

          (a)  The failure of Borrower to pay on or before the
          date due any installment of principal and/or interest
          on any one of the Notes or any other indebtedness or
          obligations owing to Bank by Borrower from time to
          time, and the continuation of such failure for a period
          of ten (10) days after written notice thereof by Bank
          to Borrower.

          (b)  The failure of Borrower or any Obligated Party (as
          defined below) to timely and properly observe, keep or
          perform any non-monetary covenant, agreement, warranty
          or condition required herein or in any of the other
          Loan Documents (other than covenants in respect to the
          delivery of Additional Collateral, as and when required
          by any one of the Pledge Agreements, which covenants
          shall be governed by the terms of that Pledge
          Agreement), and the continuation of such failure for a
          period of thirty (30) days after written notice thereof
          by Bank to Borrower and, if applicable, an Obligated
          Party.

          (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 and or any other Obligated Party and such
          default shall continue for a period of ten (10) days in
          respect of a monetary default and thirty (30) days in
          respect of a non-monetary default after written notice
          thereof from Bank to Borrower and failure of the
          Borrower to cure same within the time period provided.

                              Page 18


<PAGE>

          (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 as of the date made.

          (e)  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
          they 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 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
          any property of such party; or (vi) fails to pay within
          thirty (30) days any final money judgment against such
          party.

          (f)  Borrower shall be required to demonstrate that
          either Thomas R. Baker or Jim Moncrief maintain an
          executive level office with Joe B. Park.  In the event
          of death, legal disability or resignation of either
          Thomas R. Baker or Jim Moncrief, Borrower shall give
          written advice of such event to the Bank and
          demonstrate that either Thomas R. Baker or Jim Moncrief
          remain in office as an executive officer of each
          Borrower.  It is the intent of Borrower and Bank that
          Borrower is always possessed of qualified senior
          executive management and that Borrower can evidence
          that its management will not be disrupted by the
          absence of both Thomas R. Baker and/or Jim Moncrief who
          will work with Joe B. Park.  The Bank shall determine
          the continuity of management of the Borrower in the
          Bank's sole and absolute discretion.

          g.   If Borrower defaults in any covenant or obligation
          in the Pledge Agreement to deliver to Bank Additional
          Collateral for the Loan and such failure continues for
          a period of ten (10) days after notice thereof from
          Bank to Borrower.

                             Page 19


<PAGE>


          h.   The default by or of Borrower under any one or
          more of the Notes now or hereafter outstanding or any
          of the Loan Documents related thereto shall also
          constitute an event of default under all of the other
          Notes not otherwise then in default.

     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 secures, guarantees, in
whole or in part, and/or is otherwise obligated to pay all or any
portion of the indebtedness evidenced by any one of the Notes.

10.  Remedies. Upon the occurrence of any one or more of the
foregoing Events of Default,

          (a)  the entire unpaid balance of principal of each of
          the three Notes, 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, make further advances under
          the Revolving Line of Credit Note; provided, however
          concurrently and automatically with the occurrence of
          an Event of Default under subparagraph (e) in the
          immediately preceding paragraph (i) further advances
          requested by Borrower under the Revolving Line of
          Credit Note shall cease, and (ii) the Revolving Line of
          Credit Note, the Term Note, the Acquisition Line of
          Credit 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
          or notice of protest 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.

                              Pag 20


<PAGE>

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 of the 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.

13.  Benefits. This Loan Agreement shall be binding upon and
inure to the benefit of Bank, Borrower, and any Obligated Party,
and their respective successors and assigns, provided, however,
that Borrower and any Obligated Party 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 Dallas County, Texas.

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.

                              Page 21

<PAGE>

17.  Expenses. 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.

18.  Participation of the Loan.    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 prospective purchaser.

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.  Jury Trial Waiver.  Each of the Notes and each of the Loan
Documents, and any amendment, modification or extension agreement
thereto, shall contain provisions in a form then promulgated by
the Bank waiving Borrower's and any other Obligated Party's right
to a trial by jury.

23.  Origination and Commitment Fees.   There shall be no loan
origination fee for the  creation of the Credit Facility.
Borrower does agree to pay Bank on a monthly basis a commitment
fee on the average daily unused portion of the Maximum LOC
Commitment Amount, from and including August 10, 2000 to and
including the Maturity Date (as defined in the LOC Note) at the
rate of one quarter of one percent (.25%) per annum based on a
360 day year and the actual number of days elapsed, payable on
the 30th day of each month, commencing September 10, 2000, and
ending on the Maturity Date.  Borrower shall also pay an
advancement fee under the Acquisition Line of Credit note equal
to one-half of one percent (.50%) of each amount requested by
Borrower to be advanced under that facility.  That advancement
fee shall be payable in cash on the date of funding of each
advance under the Acquisition Line of Credit Note and shall be
paid by Borrower from its own resources, or to the extent
available under the terms of the Acquisition Line of Credit, as a
further amount to be advanced thereunder in conjunction with the
then request for an advance.

                              Page 22

<PAGE>

24.  Use of Proceeds to Refinance Existing Obligations.
Borrower confirms that upon Closing of this Loan, all existing
obligations of the Borrower to Bank under the terms of the
March 6, 2000 Credit Facility shall be paid in full and that
facility shall be terminated and of no further force and effect.
Borrower confirms that any of its obligations under the Loan
Documents executed in connection with the previous March 6, 2000
Credit Facility shall, in accordance with their express terms and
provisions, continue beyond the termination date of that
facility.  Borrower acknowledges that certain proceeds of this
Loan Agreement will retire the existing obligations of the
borrower under the March 6, 2000 Credit Facility and terminate
all rights of Borrower to request any advances under those
facilities for any reason whatsoever.  If requested by Bank,
Borrower shall execute UCC-3s permitting the transfer of security
interests and liens held in favor of the Bank as part of the
security for the Loan.

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

                              BANK OF TEXAS, N.A.


                              By:  /s/ FRANK A. SEWELL, IV
                                  --------------------------------
                                    Frank A. Sewell, IV
                                    Banking Officer


READ, AGREED AND APPROVED:

PARK PHARMACY CORPORATION,              RX-PRO.COM, INC.,
a Colorado corporation                  a Texas corporation


By:  /s/ THOMAS R. BAKER              By: /s/ JIM MONCRIEF
   ---------------------------        ----------------------------
   Thomas R. Baker, President         Jim Moncrief, President

Date:   August 10, 2000            Date:    August 10, 2000
     -------------------------          --------------------------


                             Page 23

<PAGE>


DOUGHERTY'S PHARMACY, INC.,        TOTAL PHARMACY SUPPLY, INC.
a Texas corporation                     a Texas corporation


By:/s/THOMAS R. BAKER             By:  /s/ THOMAS R. BAKER
   ---------------------------        ------------------------
   Thomas R. Baker, President      Thomas R. Baker, President

Date:   August 10, 2000            Date:  August 10, 2000
     -------------------------          ----------------------


PARK INFUSION SERVICES, LP,             RAVENS  PHARMACY, INC.,
a Texas limited partnership             a Texas corporation

By: Park Operating GP, LLC,
    a Texas limited liability company   By: /s/ THOMAS R. BAKER
                                          -------------------------
                                         Thomas R. Baker, President

     By: /s/ THOMAS R. BAKER
        -----------------------------
     Name: Thomas R. Baker, President


                                Page 24

<PAGE>


    PROMISSORY NOTE
--------------------
     (Term Note)

$1,300,000.00  August 10, 2000

     FOR VALUE RECEIVED, on or before August 10, 2004 ("Maturity
Date"), the undersigned and if more than one, each of them,
jointly and severally (hereinafter referred to as "Borrower"),
promises to pay to the order of BANK OF TEXAS, N.A. ("Bank") at
its offices in Dallas County, Texas, at 5956 Sherry Lane, Suite
1100, Dallas, Texas 75225, or elsewhere as Bank may instruct in
writing, the principal amount of ONE MILLION THREE HUNDRED
THOUSAND AND NO/100 DOLLARS ($1,300,000.00) ("Total Principal
Amount"), or such amount less than the Total Principal Amount
which is outstanding from time to time if the total amount
outstanding under this Promissory Note ("Note") is less than the
Total Principal Amount, together with interest on such portion of
the Total Principal Amount which has been advanced to Borrower
from the date advanced until paid at a fluctuating rate of
interest equal to the sum of "Wall Street Journal Prime Rate" as
that rate is from time to time published in the Wall Street
Journal plus one-half of one percent (.5%) per annum.  Each
change of rate based upon the publication of a change in the
"Wall Street Journal Prime Rate" shall be effective on the date
of change without requirement to give notice of each such change
to Borrower.  All interest due hereon on this Note shall be
calculated on the basis of the actual days elapsed but computed
as if each year consisted of 360 days, as applicable, and no
interest shall be due at a rate in excess of the Maximum Rate.
The term "Maximum Rate" as used herein, shall mean at the
particular time in question the maximum rate of interest which,
under applicable law, may then be charged on this Note.  If
applicable law ceases to provide for such a maximum rate of
interest, the Maximum Rate shall be equal to eighteen percent
(18%) per annum.

     The principal of and all accrued but unpaid interest on this
Note shall be due and payable as follows:

     (a) installment payments of principal and accrued, but
unpaid, interest equal to the amount required to completely
amortize this Note over a four year period shall be due and
payable monthly commencing on September 1, 2000, and continuing
on in a like manner on the first day of each succeeding month
beginning October 1, 2000 through the Maturity Date.

     (b) the remaining outstanding principal balance of this
Note, together with all accrued but unpaid interest thereon,
shall be due and payable on the Maturity Date.

     If any payment of principal and interest required hereunder
is not paid within ten (10) days after the same became due and
payable, Bank may, at its election, charge Borrower in an amount
equal to 5.0% of the regularly scheduled payment or $25.00,
whichever is greater, up to the maximum amount of $250.00 per
late charge.  Upon the occurrence of an Event of Default

                             Page 1

<PAGE>

hereunder, including a default arising from Borrower's failure to
pay upon final maturity, Bank, at its option, may also, if
permitted under applicable law, do one or both of the following:
(a) increase the applicable interest rate on this Note to a rate
which is the lesser of  5.00 percentage points or  the Maximum
Rate, and (b) add any unpaid accrued interest to the principal
balance hereof and all such sums will bear interest therefrom
until paid ,at the lesser of (i) the rate provided in this Note
(including any increased rate), or (ii) the Maximum Rate as Bank
may elect.

     This Note is secured by the pledge of all accounts
receivable, inventory, accounts, machinery, furniture, fixtures,
equipment and other tangible and intangible property of Borrower
pursuant to five (5) certain Pledge and Security Agreements dated
of even date herewith, executed for the benefit of Bank (herein,
the "Park Pledge Agreement," "Dougherty Pledge Agreement," "RX
Pledge Agreement," "Ravens Pledge Agreement," "Total Pledge
Agreement," and "PSI Pledge Agreement").

     This Note, the Park Pledge Agreement, the Dougherty Pledge
Agreement, the RX Pledge Agreement, the Ravens Pledge Agreement,
the Total Pledge Agreement and the PSI Pledge Agreement and all
other documents evidencing, securing, governing, guaranteeing
and/or pertaining to this Note and one other promissory note of
even date herewith executed by Borrower and payable to the order
of Bank which are cross-collateralized and cross-defaulted with
this Note, including but not limited to those documents described
above, are hereinafter collectively referred to as the "Loan
Documents."  The holder of this Note is entitled to the benefits
and security provided in the Loan Documents.

     This Note does not evidence a revolving loan.  Borrower may
not borrow, repay and reborrow hereunder.  Unless otherwise
agreed to in writing or otherwise required by applicable law,
payments received by Bank hereunder will be applied first to
accrued, unpaid interest, then to principal, and any remaining
amount to any unpaid collection costs, late charges and other
charges, provided, however, upon delinquency or other Event of
Default, Bank reserves the right to apply such payments among
principal, interest, late charges, collection costs and other
charges at its discretion.  All prepayments shall be applied to
the indebtedness owing hereunder in such order and manner as Bank
may from time to time determine in its sole discretion. All
payments and prepayments of principal of or interest on this Note
shall be made in lawful money of the United States of America in
immediately available funds at the address of Bank indicated
above, or such other place as the holder of this Note shall
designate in writing to Borrower.  If any payment of principal of
or interest on this Note shall become due on a day which is not a
Business Day (as hereinafter defined), such payment shall be made
on the next succeeding Business Day and any such extension of
time shall be included in computing interest in connection with
such payment.  As used herein, the term "Business Day" shall mean
any day other than any day on which commercial banks in the State
of Texas are authorized to be closed.  The books and records of
Bank shall be prima facie evidence of all outstanding principal
of and

                             Page 2

<PAGE>

accrued and unpaid interest on this Note.

     Borrower confirms that this is a business loan, and that no
proceeds of this Note shall be used for personal, family or
household purposes.  All advances hereunder shall be used solely
for business, commercial, investment or other similar purposes.

     Borrower agrees that upon the occurrence of any one or more
of the following events of default ("Event of Default"):

     (a)  failure of Borrower to pay any installment of principal
of or interest on this Note or on any other indebtedness of
Borrower to Bank when due and the continued failure to pay same
and all other amounts then due hereunder after ten (10) days
written notice from Bank to Borrower of the initial failure of
Borrower to pay any such installment; or

     (b)  failure of Borrower to pay any installment of principal
or interest on any other promissory note of Borrower payable to
the order of Bank when due thereby and the continued failure to
pay same and all other amounts then due hereunder after ten (10)
days written notice from Bank to Borrower of the initial failure
of Borrower to pay any such installment; or

     (c)  the occurrence of any Event of Default specified in any
of the other Loan Documents; or

     (d)  the bankruptcy or insolvency of, the assignment for the
benefit of creditors by, or the appointment of a receiver for any
of the property of, or the liquidation, termination, or
dissolution  of, any party liable for the payment of this Note,
whether as maker, endorser, guarantor, surety or otherwise;

The holder of this Note may, at its option, without further
notice or demand, (i) declare the outstanding principal balance
of and accrued but unpaid interest on this Note at once due and
payable, (ii) foreclose all liens securing payment hereof, (iii)
pursue any and all other rights, remedies and recourses available
to the holder hereof, including but not limited to any such
rights, remedies or recourses under the Loan Documents, at law or
in equity, or (iv) pursue any combination of the foregoing.

     The failure to exercise the option to accelerate the
maturity of this Note or any other right, remedy or recourse
available to the holder hereof upon the occurrence of an Event of
Default hereunder shall not constitute a waiver of the right of
the holder of this Note to exercise the same at that time or at
any subsequent time with respect to such Event of Default or any
other Event of Default.  The rights, remedies and recourses of
the holder hereof, as provided in this Note and in any of the
other Loan Documents, shall be cumulative and concurrent and may
be pursued separately, successively or together as often as
occasion therefore shall arise, at the sole

                             Page 3

<PAGE>


discretion of the holder hereof.  The acceptance by the holder
hereof of any payment under this Note which is less than the
payment in full of all amounts due and payable at the time of
such payment shall not (i) constitute a waiver of or impair,
reduce, release or extinguish any right, remedy or recourse of
the holder hereof, or nullify any prior exercise of any such
right, remedy or recourse, or (ii) impair, reduce, release or
extinguish the obligations of any party liable under any of the
Loan Documents as originally provided herein or therein.

     This Note and all of the other Loan Documents are intended
to be performed in accordance with, and only to the extent
permitted by, all applicable usury laws.  If any provision hereof
or of any of the other Loan Documents or the application thereof
to any person or circumstance shall, for any reason and to any
extent, be invalid or unenforceable, neither the application of
such provision to any other person or circumstance nor the
remainder of the instrument in which such provision is contained
shall be affected thereby and shall be enforced to the greatest
extent permitted by law.  It is expressly stipulated and agreed
to be the intent of the holder hereof to at all times comply with
the usury and other applicable laws now or hereafter governing
the interest payable on the indebtedness evidenced by this Note.
If the applicable law is ever revised, repealed or judicially
interpreted so as to render usurious any amount called for under
this Note or under any of the other Loan Documents, or contracted
for, charged, taken, reserved or received with respect to the
indebtedness evidenced by this Note, or if Bank's exercise of the
option to accelerate the maturity of this Note, or if any
prepayment by Borrower results in Borrower having paid any
interest in excess of that permitted by law, then it is the
express intent of Borrower and Bank that all excess amounts
theretofore collected by Bank be credited on the principal
balance of this Note (or, if this Note and all other indebtedness
arising under or pursuant to the other Loan Documents have been
paid in full, refunded to Borrower), and the provisions of this
Note and the other Loan Documents immediately be deemed reformed
and the amounts thereafter collectable hereunder and thereunder
reduced, without the necessity of the execution of any new
document, so as to comply with the then applicable law, but so as
to permit the recovery of the fullest amount otherwise called for
hereunder or thereunder.  All sums paid, or agreed to be paid, by
Borrower for the use, forbearance, detention, taking, charging,
receiving or reserving of the indebtedness of Borrower to Bank
under this Note or arising under or pursuant to the other Loan
Documents shall, to the maximum extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the
full term of such indebtedness until payment in full so that the
rate or amount of interest on account of such indebtedness does
not exceed the usury ceiling from time to time in effect and
applicable to such indebtedness for so long as such indebtedness
is outstanding.  To the extent federal law permits Bank to
contract for, charge or receive a greater amount of interest,
Bank will rely on federal law instead of 306.101 of the Texas
Finance Code, as amended, or 303.009 of the Texas Finance Code,
as amended, relevant for the purpose of determining the Maximum
Rate.  Additionally, to the maximum extent permitted by
applicable law now or hereafter in effect, Bank may, at its
option and from time to time, implement any other method of
computing the Maximum Rate under 306.101, or if required, sec.
303.009 of the Texas Finance Code, as amended, or under other

                             Page 4

<PAGE>

applicable law by giving notice, if required, to Borrower as
provided by applicable law now or hereafter in effect.
Notwithstanding anything to the contrary contained herein or in
any of the other Loan Documents, it is not the intention of Bank
to accelerate the maturity of any interest that has not accrued
at the time of such acceleration or to collect unearned interest
at the time of such acceleration.

     In no event shall Chapter 346 of the Texas Finance Code
(which regulates certain revolving loan accounts and revolving
tri-party accounts) apply to this Note.  To the extent that
Chapter 303 of the Texas Finance Code, as amended, is applicable
to this Note, the "indicated rate ceiling" specified in such
article is the applicable ceiling; or if 306.107 of the Texas
Finance Code is not applicable, then that provision of the Texas
Finance Code which most nearly affords Bank the benefits of
either of those two sections of the Texas Finance Code, as
amended, shall apply to this Note; provided that, if any
applicable law permits greater interest rate or ceiling, then the
law permitting the greatest interest rate or ceiling shall apply.

     If this Note is placed in the hands of an attorney for
collection, or is collected in whole or in part by suit or
through probate, bankruptcy or other legal proceedings of any
kind, Borrower agrees to pay, in addition to all other sums
payable hereunder, all costs and expenses of collection,
including but not limited to reasonable attorneys' fees.
     Borrower and any and all endorsers and guarantors of this
Note severally waive presentment for payment, notice of
nonpayment, protest, demand, notice of protest, notice of intent
to accelerate, notice of acceleration and dishonor, diligence in
enforcement and indulgences of every kind and without further
notice hereby agree to renewals, extensions, exchanges or
releases of collateral, taking of additional collateral,
indulgences or partial payments, either before or after maturity.

     THIS NOTE HAS BEEN EXECUTED UNDER, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS,
EXCEPT AS SUCH LAWS ARE PREEMPTED BY APPLICABLE FEDERAL LAWS.

     BORROWER 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
BORROWER AND BANK ARISING OUT OF OR IN ANY WAY RELATED TO THIS
NOTE, ANY OTHER LOAN DOCUMENT, OR ANY RELATIONSHIP BETWEEN



              [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

                             Page 5

<PAGE>



















BANK AND BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT TO
BANK TO PROVIDE THE FINANCING EVIDENCED HEREIN OR IN THE OTHER
LOAN DOCUMENTS.

BORROWER:

PARK PHARMACY CORPORATION,         DOUGHERTY'S PHARMACY, INC,
a Colorado corporation             a Texas corporation
By:  /s/ THOMAS R. BAKER         By:  /s/ THOMAS R. BAKER
   -------------------------       -----------------------------
 Thomas R. Baker, President        Thomas R. Baker, President


RX-PRO.COM, INC.,                  TOTAL PHARMACY SUPPLY, INC.,
a Texas corporation                     a Texas corporation
                             Page 6

<PAGE>


By:  /s/ JIM MONCRIEF              By: /s/ THOMAS R. BAKER
   --------------------------         ---------------------------
   Jim Moncrief, President              Thomas R. Baker, President



PARK INFUSION SERVICES, LP,          RAVENS PHARMACY, INC.,
 a Texas limited partnership             a Texas corporation

     By: Park Operating GP, LLC,
       a Texas limited liability company  By: /s/ THOMAS R. BAKER
                                             ------------------------
                                            Thomas R. Baker, President

          By: /s/ THOMAS R BAKER
             ----------------------------
          Name: Thomas R. Baker, President

                                Page 7

<PAGE>


      PROMISSORY NOTE
  ---------------------
     (Revolving Line of Credit Note)

$1,500,000.00  August 10, 2000

     FOR VALUE RECEIVED, on or before August 10, 2001 ("Maturity
Date"), the undersigned and if more than one, each of them,
jointly and severally (hereinafter referred to as "Borrower"),
promises to pay to the order of BANK OF TEXAS, N.A. ("Bank") at
its offices in Dallas County, Texas, at 5956 Sherry Lane, Suite
1100, Dallas, Texas 75225, or elsewhere as Bank may instruct in
writing, the principal amount of ONE MILLION FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($1,500,000.00) ("Total Principal
Amount"), or such amount less than the Total Principal Amount
which is outstanding from time to time if the total amount
outstanding under this Promissory Note ("Note") is less than the
Total Principal Amount, together with interest on such portion of
the Total Principal Amount which has been advanced to Borrower
from the date advanced until paid at a fluctuating rate of
interest equal to the sum of "Wall Street Journal Prime Rate" as
that rate is from time to time published in the Wall Street
Journal plus one-half of one percent (.5%) per annum.  Each
change of rate based upon the publication of a change in the
"Wall Street Journal Prime Rate"shall be effective on the date of
change without requirement to give notice of each such change to
Borrower.  All interest due hereon on this Note shall be
calculated on the basis of the actual days elapsed but computed
as if each year consisted of 360 days, as applicable, and no
interest shall be due at a rate in excess of the Maximum Rate.
The term "Maximum Rate" as used herein, shall mean at the
particular time in question the maximum rate of interest which,
under applicable law, may then be charged on this Note.  If
applicable law ceases to provide for such a maximum rate of
interest, the Maximum Rate shall be equal to eighteen percent
(18%) per annum.

     The principal of and all accrued but unpaid interest on this
Note shall be due and payable as follows:

     (a)  installment payments of accrued but unpaid interest
shall be due and payable monthly commencing on September 1, 2000,
and continuing on in a like manner on the first day of each
succeeding month beginning October 1, 2000 through the Maturity
Date.

     (b)  the outstanding principal balance of this Note,
together with all accrued but unpaid interest thereon, shall be
due and payable on the Maturity Date.

     If any payment of principal and interest required hereunder
is not paid within ten (10) days after the same became due and
payable, Bank may, at its election, charge Borrower in an amount
equal to 5.0% of the regularly scheduled payment or $25.00,
whichever is greater, up to the maximum amount of $250.00 per
late charge.  Upon the occurrence of an Event of Default
hereunder, including a default arising from Borrower's failure to
pay upon final maturity, Bank,

                             Page 1

<PAGE>

at its option, may also, if permitted under applicable law, do
one or both of the following: (a) increase the applicable
interest rate on this Note to a rate which is the lesser of 5.00
percentage points or to the Maximum Rate, and (b) add any unpaid
accrued interest to the principal balance hereof and such all
sums will bear interest therefrom until paid, at the lesser of
(i) the rate provided in this Note (including any increased
rate), or (ii) the Maximum Rate as Bank may elect.

     This Note is secured by the pledge of all accounts
receivable, inventory, accounts, machinery, furniture, fixtures,
equipment and other tangible and intangible property of Borrower
pursuant to five (5) certain Pledge and Security Agreements dated
of even date herewith for the benefit of Bank (herein, the "Park
Pledge Agreement," "Dougherty Pledge Agreement," "RX  Pledge
Agreement,""Ravens Pledge Agreement," "Total Pledge Agreement,"
and "PSI Pledge Agreement").

     This Note, the Park Pledge Agreement, the Dougherty Pledge
Agreement, the RX Pledge Agreement, the Ravens Pledge Agreement,
the Total Pledge Agreement and the PSI Pledge Agreement and all
other documents evidencing, securing, governing, guaranteeing
and/or pertaining to this Note and one other certain promissory
note of even date herewith, all executed by Borrower and payable
to the order of Bank, are cross-collateralized and cross-
defaulted with this Note, including but not limited to those
documents described above, are hereinafter collectively referred
to as the "Loan Documents."  The holder of this Note is entitled
to the benefits and security provided in the Loan Documents.

     This Note is a revolving loan.  Provided Borrower is not
otherwise in default hereunder or  under the terms of any other
Loan Document, Borrower may request advances and make payments
hereunder from time to time, provided that it is understood and
agreed that the aggregate principal amount outstanding from time
to time hereunder shall not exceed the lesser of the Total
Principal Amount or the Allocable Borrowing Base Amount.  The
unpaid balance of this Note shall increase and decrease with each
new advance or payment, as the case may be.  Borrower may borrow,
repay and, subject to the borrowing base formula reborrow
hereunder.  All regularly scheduled payments on this Note and by
any of the other Loan Documents shall be applied first to any
accrued but unpaid interest then due and payable hereunder or
thereunder and then to the principal amount then outstanding.
All non-regularly scheduled payments shall be applied to such
indebtedness in such order and manner as the holder of this Note
may from time to time determine in its sole discretion
exercisable upon each such occasion.  Unless otherwise agreed to
in writing, or otherwise required by applicable law, payments
received by Bank hereunder will be applied as so provided and any
remaining amount to any unpaid collection costs, late charges and
other charges; provided, however, upon delinquency or other Event
of Default, Bank reserves the right to apply such payments among
principal, interest, late charges, collection costs and other
charges at its discretion.  All payments and prepayments of
principal of or interest on this Note shall be made in lawful
money of the United States of America in

                             Page 2

<PAGE>

 immediately available funds, at the address of Bank indicated
above, or such other place as the holder of this Note shall
designate in writing to Borrower.  If any payment of principal of
or interest on this Note shall become due on a day which is not a
Business Day (as hereinafter defined), such payment shall be made
on the next succeeding Business Day and any such extension of
time shall be included in computing interest in connection with
such payment.  As used herein, the term "Business Day" shall mean
any day other than any day on which commercial banks in the State
of Texas are authorized to be closed.  The books and records of
Bank shall be prima facie evidence of all outstanding principal
of and accrued and unpaid interest on this Note.

     In consideration for the creation and maintenance of this
Note, Borrower also agrees to pay monthly to the Bank an "Unused
Facility Commitment Fee" equal to one quarter of one per cent
(.25%) applied to the difference between the then outstanding
principal balance of the Note and the Total Principal Amount.
Borrower acknowledges that Bank has and will incur costs to make
this facility available to Borrower up to the Total Commitment
Amount, and that this fee is a reasonable charge to be paid by
Borrower for the continued availability of the facility for the
term of this Note.

     Borrower further confirms that this is a business purpose
loan, and that no proceeds of this Note shall be used for
personal, family or household purposes.  All advances hereunder
shall be used solely for business, commercial, investment or
other similar or related purposes.

     Borrower agrees that upon the occurrence of any one or more
of the following events of default ("Event of Default"):

     (a)  failure of Borrower to pay any installment of principal
or interest on this Note or on any other indebtedness of Borrower
to Bank under the Loan Documents when due and the continued
failure to pay same and all other amounts then due hereunder
after ten (10) days written notice from Bank to Borrower of the
initial failure to pay any such installment; or

     (b)  failure of Borrower to pay any installment of principal
or interest on any other promissory note of Borrower payable to
the order of Bank when due and the continued failure to pay same
and all other amounts then due hereunder after ten (10) days
written notice from Bank to Borrower of the initial failure to
pay any such installment; or

     (c)  the occurrence of any event of default specified in any
of the other Loan Documents; or

     (d)  the bankruptcy or insolvency of, the assignment for the
benefit of creditors by, or the appointment of a receiver for any
of the property of, or the liquidation, termination, dissolution
or death or legal incapacity of, any party liable for the payment
of this Note, whether as maker, endorser, guarantor, surety or
otherwise;

                             Page 3

<PAGE>

     The holder of this Note may, at its option, without further
notice or demand, (i) declare the outstanding principal balance
of and accrued but unpaid interest on this Note at once due and
payable, (ii) foreclose all liens securing payment hereof, (iii)
pursue any and all other rights, remedies and recourses available
to the holder hereof, including but not limited to any such
rights, remedies or recourses under the Loan Documents, at law or
in equity, or (iv) pursue any combination of the foregoing.

     The failure to exercise the option to accelerate the
maturity of this Note or any other right, remedy or recourse
available to the holder hereof upon the occurrence of an Event of
Default hereunder shall not constitute a waiver of the right of
the holder of this Note to exercise the same at that time or at
any subsequent time with respect to such Event of Default or any
other Event of Default.  The rights, remedies and recourses of
the holder hereof, as provided in this Note and in any of the
other Loan Documents, shall be cumulative and concurrent and may
be pursued separately, successively or together as often as
occasion therefore shall arise, at the sole discretion of the
holder hereof.  The acceptance by the holder hereof of any
payment under this Note which is less than the payment in full of
all amounts due and payable at the time of such payment shall not
(i) constitute a waiver of or impair, reduce, release or
extinguish any right, remedy or recourse of the holder hereof, or
nullify any prior exercise of any such right, remedy or recourse,
or (ii) impair, reduce, release or extinguish the obligations of
any party liable under any of the Loan Documents as originally
provided herein or therein.

     This Note and all of the other Loan Documents are intended
to be performed in accordance with, and only to the extent
permitted by, all applicable usury laws.  If any provision hereof
or of any of the other Loan Documents or the application thereof
to any person or circumstance shall, for any reason and to any
extent, be invalid or unenforceable, neither the application of
such provision to any other person or circumstance nor the
remainder of the instrument in which such provision is contained
shall be affected thereby and shall be enforced to the greatest
extent permitted by law.  It is expressly stipulated and agreed
to be the intent of the holder hereof to at all times comply with
the usury and other applicable laws now or hereafter governing
the interest payable on the indebtedness evidenced by this Note.
If the applicable law is ever revised, repealed or judicially
interpreted so as to render usurious any amount called for under
this Note or under any of the other Loan Documents, or contracted
for, charged, taken, reserved or received with respect to the
indebtedness evidenced by this Note, or if Bank's exercise of the
option to accelerate the maturity of this Note, or if any
prepayment by Borrower results in Borrower having paid any
interest in excess of that permitted by law, then it is the
express intent of Borrower and Bank that all excess amounts
theretofore collected by Bank be credited on the principal
balance of this Note (or, if this Note and all other indebtedness
arising under or pursuant to the other Loan Documents have been
paid in full, refunded to Borrower), and the provisions of this
Note and the other Loan Documents immediately be deemed reformed
and the amounts thereafter collectable hereunder and thereunder
reduced, without the necessity

                             Page 4

<PAGE>


of the execution of any new document, so as to comply with the
then applicable law, but so as to permit the recovery of the
fullest amount otherwise called for hereunder or thereunder.  All
sums paid, or agreed to be paid, by Borrower for the use,
forbearance, detention, taking, charging, receiving or reserving
of the indebtedness of Borrower to Bank under this Note or
arising under or pursuant to the other Loan Documents shall, to
the maximum extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of such
indebtedness until payment in full so that the rate or amount of
interest on account of such indebtedness does not exceed the
usury ceiling from time to time in effect and applicable to such
indebtedness for so long as such indebtedness is outstanding.  To
the extent federal law permits Bank to contract for, charge or
receive a greater amount of interest, Bank will rely on federal
law instead of 306.101 of the Texas Finance Code, as amended, or
303.009 of the Texas Finance Code, as amended, relevant for the
purpose of determining the Maximum Rate.  Additionally, to the
maximum extent permitted by applicable law now or hereafter in
effect, Bank may, at its option and from time to time, implement
any other method of computing the Maximum Rate under 306.101,
or if required, 303.009 of the Texas Finance Code, as amended,
or under other applicable law by giving notice, if required, to
Borrower as provided by applicable law now or hereafter in
effect.  Notwithstanding anything to the contrary contained
herein or in any of the other Loan Documents, it is not the
intention of Bank to accelerate the maturity of any interest that
has not accrued at the time of such acceleration or to collect
unearned interest at the time of such acceleration.

     In no event shall Chapter 346 of the Texas Finance Code
(which regulates certain revolving loan accounts and revolving
tri-party accounts) apply to this Note.  To the extent that
Chapter 303 of the Texas Finance Code, as amended, is applicable
to this Note, the "indicated rate ceiling" specified in such
article is the applicable ceiling; or if 306.107 of the Texas
Finance Code is not applicable, or if Chapter 303.009 of the
Texas Finance Code if not applicable, then that provision of the
Texas Finance Code which most nearly affords Bank the benefits of
either of those two sections of the Texas Finance Code, as
amended, shall apply to this Note; provided that, if any
applicable law permits greater interest rate or ceiling, then the
law permitting the greatest interest rate or ceiling shall apply.

     If this Note is placed in the hands of an attorney for
collection, or is collected in whole or in part by suit or
through probate, bankruptcy or other legal proceedings of any
kind, Borrower agrees to pay, in addition to all other sums
payable hereunder, all costs and expenses of collection,
including but not limited to reasonable attorneys' fees.

     Borrower and any and all endorsers and guarantors of this
Note severally waive presentment for payment, notice of
nonpayment, protest, demand, notice of protest, notice of intent
to accelerate, notice of acceleration and dishonor, diligence in
enforcement and indulgences of every kind and without further
notice hereby agree to renewals, extensions,

                             Page 5

<PAGE>

exchanges or releases of collateral, taking of additional
collateral, indulgences or partial payments, either before or
after maturity.

     THIS NOTE HAS BEEN EXECUTED UNDER, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS,
EXCEPT AS SUCH LAWS ARE PREEMPTED BY APPLICABLE FEDERAL LAWS.

     BORROWER 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
BORROWER AND BANK ARISING OUT OF OR IN ANY WAY RELATED TO THIS
NOTE, ANY OTHER LOAN DOCUMENT, OR ANY RELATIONSHIP BETWEEN BANK
AND BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO
PROVIDE THE FINANCING EVIDENCED HEREIN OR IN THE OTHER LOAN
DOCUMENTS.

           [Balance of page intentionally left blank]

BORROWER:
---------


PARK PHARMACY CORPORATION,         DOUGHERTY'S PHARMACY, INC,
a Colorado corporation                  a Texas corporation

By: /s/ Thomas R. Baker            By: /s/ Thomas R. Baker
   -----------------------            --------------------------
  Thomas R. Baker, President          Thomas R. Baker, President


RX-PRO.COM, INC.,                  TOTAL PHARMACY SUPPLY, INC.,
a Texas corporation                     a Texas corporation


By: /s/ Jim Moncrief               By:  /s/ Thomas R. Baker
    -------------------------         --------------------------
     Jim Moncrief, President         Thomas R. Baker, President

                             Page 6

<PAGE>



PARK INFUSION SERVICES, LP,        RAVENS PHARMACY, INC.,
a Texas limited partnership             a Texas corporation

     By: Park Operating GP, LLC,
       a Texas limited liability company   By: /s/ Thomas R. Baker
                                              -----------------------
                                            Thomas R. Baker, President

          By:  /s/ Thomas R. Baker
             -----------------------------
          Name: Thomas R. Baker, President

                             Page 7


<PAGE>


      PROMISSORY NOTE
   ---------------------
       (Acquisition Line of Credit Note)

$5,000,000.00  August 10, 2000

     FOR VALUE RECEIVED, on or before August 10, 2001 ("Maturity
Date"), the undersigned and if more than one, each of them,
jointly and severally (hereinafter referred to as "Borrower"),
promises to pay to the order of BANK OF TEXAS, N.A. ("Bank") at
its offices in Dallas County, Texas, at 5956 Sherry Lane, Suite
1100, Dallas, Texas 75225, or elsewhere as Bank may instruct in
writing, the principal amount of FIVE MILLION AND NO/100 DOLLARS
($5,000,000.00) ("Total Principal Amount"), or such amount less
than the Total Principal Amount which is outstanding from time to
time if the total amount outstanding under this Promissory Note
("Note") is less than the Total Principal Amount, together with
interest on such portion of the Total Principal Amount which has
been advanced to Borrower from the date advanced until paid at a
fluctuating rate of interest equal to the sum of "Wall Street
Journal Prime Rate" as that rate is from time to time published
in the Wall Street Journal plus one-half of one percent (.5%) per
annum.  Each change of rate based upon the publication of a
change in the "Wall Street Journal Prime Rate"shall be effective
on the date of change without requirement to give notice of each
such change to Borrower.  All interest due hereon on this Note
shall be calculated on the basis of the actual days elapsed but
computed as if each year consisted of 360 days, as applicable,
and no interest shall be due at a rate in excess of the Maximum
Rate.  The term "Maximum Rate" as used herein, shall mean at the
particular time in question the maximum rate of interest which,
under applicable law, may then be charged on this Note.  If
applicable law ceases to provide for such a maximum rate of
interest, the Maximum Rate shall be equal to eighteen percent
(18%) per annum.

     The principal of and all accrued but unpaid interest on this
Note shall be due and payable as follows:

     (a)  installment payments of accrued, but unpaid, interest
shall be due and payable monthly commencing on September 1, 2000,
and continuing on in a like manner on the first day of each
succeeding month beginning October 1, 2000 through the Maturity
Date.

     (b)  the outstanding principal balance of this Note,
together with all accrued but unpaid interest thereon, shall be
due and payable on the Maturity Date.

     If any payment of principal and interest required hereunder
is not paid within ten (10) daysafter the same became due and
payable, Bank may, at its election, charge Borrower in an amount
equal to 5.0% of the regularly scheduled payment or $25.00,
whichever is greater, up to the maximum amount of $250.00 per
late charge.  Upon the occurrence of an Event of Default
hereunder, including a default arising from Borrower's failure to
pay upon final maturity, Bank,

                             Page 1

<PAGE>


at its option, may also, if permitted under applicable law, do
one or both of the following: (a) increase the applicable
interest rate on this Note to a rate which is the lesser of  5.00
percentage points or to the Maximum Rate, and (b) add any unpaid
accrued interest to the principal balance hereof and such all
sums will bear interest therefrom until paid, at the lesser of
(i) the rate provided in this Note (including any increased
rate), or (ii) the Maximum Rate as Bank may elect.

     This Note is secured by the pledge of all accounts
receivable, inventory, accounts, machinery, furniture, fixtures,
equipment and other tangible and intangible property of Borrower
pursuant to five (5) certain Pledge and Security Agreements dated
of even date herewith for the benefit of Bank (herein, the "Park
Pledge Agreement," "Dougherty Pledge Agreement," "RX  Pledge
Agreement,""Ravens Pledge Agreement," "Total Pledge Agreement,"
and "PSI Pledge Agreement").

     This Note, the Park Pledge Agreement, the Dougherty Pledge
Agreement, the RX Pledge Agreement, the Ravens Pledge Agreement,
the Total Pledge Agreement and the PSI Pledge Agreement and all
other documents evidencing, securing, governing, guaranteeing
and/or pertaining to this Note and one other certain promissory
note of even date herewith, all executed by Borrower and payable
to the order of Bank, are cross-collateralized and cross-
defaulted with this Note, including but not limited to those
documents described above, are hereinafter collectively referred
to as the "Loan Documents."  The holder of this Note is entitled
to the benefits and security provided in the Loan Documents.

     This Note is a revolving loan.  Provided Borrower is not
otherwise in default hereunder or  under the terms of any other
Loan Document, Borrower may request advances and make payments
hereunder from time to time, provided that it is understood and
agreed that the Acquisition Borrowing Base Amount outstanding
from time to time hereunder shall not exceed the lesser of the
Total Principal Amount or the Allocable Borrowing Base Amount.
The unpaid balance of this Note shall increase and decrease with
each new advance or payment, as the case may be.  Borrower may
borrow, repay and, subject to the borrowing base formula reborrow
hereunder.  All regularly scheduled payments on this Note and by
any of the other Loan Documents shall be applied first to any
accrued but unpaid interest then due and payable hereunder or
thereunder and then to the principal amount then outstanding.
All non-regularly scheduled payments shall be applied to such
indebtedness in such order and manner as the holder of this Note
may from time to time determine in its sole discretion
exercisable upon each such occasion.  Unless otherwise agreed to
in writing or otherwise required by applicable law, payments
received by Bank hereunder will be applied as so provided and any
remaining amount to any unpaid collection costs, late charges and
other charges; provided, however, upon delinquency or other Event
of Default, Bank reserves the right to apply such payments among
principal, interest, late charges, collection costs and other
charges at its discretion.  All payments and prepayments of
principal of or interest on this Note shall be made in lawful
money of the

                             Page 2

<PAGE>


United States of America in immediately available funds, at the
address of Bank indicated above, or such other place as the
holder of this Note shall designate in writing to Borrower.  If
any payment of principal of or interest on this Note shall become
due on a day which is not a Business Day (as hereinafter
defined), such payment shall be made on the next succeeding
Business Day and any such extension of time shall be included in
computing interest in connection with such payment.  As used
herein, the term "Business Day" shall mean any day other than any
day on which commercial banks in the State of Texas are
authorized to be closed.  The books and records of Bank shall be
prima facie evidence of all outstanding principal of and accrued
and unpaid interest on this Note.

     In consideration for the creation and maintenance of this
Note, Borrower also agrees to pay at the same time of each
advancement made on this Loan an additional amount equal to one-
half of one per cent (.5%) of the amount of monies advanced under
this Note for the acquisition of the assets or an entity
(hereinafter referred to as the "Acquisition Advancement Fee").
The Acquisition Advancement Fee shall be payable on the date of
each advancement to be made under this Note, and to the extent of
available limit hereunder, Borrower may request that the amount
of the advance include an additional amount equal to the
Acquisition Advancement Fee payable thereby.  To the extent
Borrower has no availability to pay part or all of the
Acquisition Advancement Fee payable, Borrower shall pay that
amount from its other monies as a condition to the advancement of
monies at that time.

     Borrower shall be obliged within one hundred and eighty
(180) days of the closing date of each acquisition financed under
this Note to refinance the total acquisition amount (including
all relevant fees and expenses in the acquisition and in the
refinancing), with the proceeds of a separate four (4) year fully
amortizing term loan bearing interest at the non-default of
interest provided for in this Note.

     Borrower further confirms that this is a business purpose
loan, and that no proceeds of this Note shall be used for
personal, family or household purposes.  All advances hereunder
shall be used solely for business, commercial, investment or
other similar or related purposes.

     Borrower agrees that upon the occurrence of any one or more
of the following events of default ("Event of Default"):

     (a)  failure of Borrower to pay any installment of principal
or interest on this Note or on any other indebtedness of Borrower
to Bank under the Loan Documents when due and the continued
failure of Borrower to pay same and all other amounts then due
hereunder after ten (10) days written notice from Bank to
Borrower of the initial failure to pay any such installment; or

                             Page 3

<PAGE>


     (b)  failure of Borrower to pay any installment of principal
or interest on any other promissory note of Borrower payable to
the order of Bank when due and then continued failure of Borrower
to pay same and all other amounts then due hereunder after ten
(10) days written notice from Bank to Borrower of the initial
failure to pay any such installment; or

     (c)  the occurrence of any event of default specified in any
of the other Loan Documents; or

     (d)  the bankruptcy or insolvency of, the assignment for the
benefit of creditors by, or the appointment of a receiver for any
of the property of, or the liquidation, termination, dissolution
or death or legal incapacity of, any party liable for the payment
of this Note, whether as maker, endorser, guarantor, surety or
otherwise;
     The holder of this Note may, at its option, without further
notice or demand, (i) declare the outstanding principal balance
of and accrued but unpaid interest on this Note at once due and
payable, (ii) foreclose all liens securing payment hereof, (iii)
pursue any and all other rights, remedies and recourses available
to the holder hereof, including but not limited to any such
rights, remedies or recourses under the Loan Documents, at law or
in equity, or (iv) pursue any combination of the foregoing.

     The failure to exercise the option to accelerate the
maturity of this Note or any other right, remedy or recourse
available to the holder hereof upon the occurrence of an Event of
Default hereunder shall not constitute a waiver of the right of
the holder of this Note to exercise the same at that time or at
any subsequent time with respect to such Event of Default or any
other Event of Default.  The rights, remedies and recourses of
the holder hereof, as provided in this Note and in any of the
other Loan Documents, shall be cumulative and concurrent and may
be pursued separately, successively or together as often as
occasion therefore shall arise, at the sole discretion of the
holder hereof.  The acceptance by the holder hereof of any
payment under this Note which is less than the payment in full of
all amounts due and payable at the time of such payment shall not
(i) constitute a waiver of or impair, reduce, release or
extinguish any right, remedy or recourse of the holder hereof, or
nullify any prior exercise of any such right, remedy or recourse,
or (ii) impair, reduce, release or extinguish the obligations of
any party liable under any of the Loan Documents as originally
provided herein or therein.

     This Note and all of the other Loan Documents are intended
to be performed in accordance with, and only to the extent
permitted by, all applicable usury laws.  If any provision hereof
or of any of the other Loan Documents or the application thereof
to any person or circumstance shall, for any reason and to any
extent, be invalid or unenforceable, neither the application of
such provision to any other person or circumstance nor the
remainder of the instrument in which such provision is contained
shall be affected thereby and shall be enforced to the greatest
extent permitted by law.  It is expressly stipulated and agreed
to be the intent of the holder hereof to at all times comply with
the usury and other applicable laws now or hereafter

                             Page 4

<PAGE>


governing the interest payable on the indebtedness evidenced by
this Note.  If the applicable law is ever revised, repealed or
judicially interpreted so as to render usurious any amount called
for under this Note or under any of the other Loan Documents, or
contracted for, charged, taken, reserved or received with respect
to the indebtedness evidenced by this Note, or if Bank's exercise
of the option to accelerate the maturity of this Note, or if any
prepayment by Borrower results in Borrower having paid any
interest in excess of that permitted by law, then it is the
express intent of Borrower and Bank that all excess amounts
theretofore collected by Bank be credited on the principal
balance of this Note (or, if this Note and all other indebtedness
arising under or pursuant to the other Loan Documents have been
paid in full, refunded to Borrower), and the provisions of this
Note and the other Loan Documents immediately be deemed reformed
and the amounts thereafter collectable hereunder and thereunder
reduced, without the necessity of the execution of any new
document, so as to comply with the then applicable law, but so as
to permit the recovery of the fullest amount otherwise called for
hereunder or thereunder.  All sums paid, or agreed to be paid, by
Borrower for the use, forbearance, detention, taking, charging,
receiving or reserving of the indebtedness of Borrower to Bank
under this Note or arising under or pursuant to the other Loan
Documents shall, to the maximum extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the
full term of such indebtedness until payment in full so that the
rate or amount of interest on account of such indebtedness does
not exceed the usury ceiling from time to time in effect and
applicable to such indebtedness for so long as such indebtedness
is outstanding.  To the extent federal law permits Bank to
contract for, charge or receive a greater amount of interest,
Bank will rely on federal law instead of 306.101 of the Texas
Finance Code, as amended, or 303.009 of the Texas Finance Code,
as amended, relevant for the purpose of determining the Maximum
Rate.  Additionally, to the maximum extent permitted by
applicable law now or hereafter in effect, Bank may, at its
option and from time to time, implement any other method of
computing the Maximum Rate under 306.101, or if required,
303.009 of the Texas Finance Code, as amended, or under other
applicable law by giving notice, if required, to Borrower as
provided by applicable law now or hereafter in effect.
Notwithstanding anything to the contrary contained herein or in
any of the other Loan Documents, it is not the intention of Bank
to accelerate the maturity of any interest that has not accrued
at the time of such acceleration or to collect unearned interest
at the time of such acceleration.

     In no event shall Chapter 346 of the Texas Finance Code
(which regulates certain revolving loan accounts and revolving
tri-party accounts) apply to this Note.  To the extent that
Chapter 303 of the Texas Finance Code, as amended, is applicable
to this Note, the "indicated rate ceiling" specified in such
article is the applicable ceiling; or if 306.107 of the Texas
Finance Code is not applicable, or if Chapter 303.009 of the
Texas Finance Code is not applicable, then that provision of the
Texas Finance Code which most nearly affords Bank the benefits of
either of those two sections of the Texas Finance Code, as
amended, shall apply to this Note; provided that, if any
applicable law permits greater interest rate or ceiling, then the
law permitting the greatest interest rate or ceiling shall apply.

                             Page 5

<PAGE>


     If this Note is placed in the hands of an attorney for
collection, or is collected in whole or in part by suit or
through probate, bankruptcy or other legal proceedings of any
kind, Borrower agrees to pay, in addition to all other sums
payable hereunder, all costs and expenses of collection,
including but not limited to reasonable attorneys' fees.

     Borrower and any and all endorsers and guarantors of this
Note severally waive presentment for payment, notice of
nonpayment, protest, demand, notice of protest, notice of intent
to accelerate, notice of acceleration and dishonor, diligence in
enforcement and indulgences of every kind and without further
notice hereby agree to renewals, extensions, exchanges or
releases of collateral, taking of additional collateral,
indulgences or partial payments, either before or after maturity.

     THIS NOTE HAS BEEN EXECUTED UNDER, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS,
EXCEPT AS SUCH LAWS ARE PREEMPTED BY APPLICABLE FEDERAL LAWS.

     BORROWER 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
BORROWER AND BANK ARISING OUT OF OR IN ANY WAY RELATED TO THIS
NOTE, ANY OTHER LOAN DOCUMENT, OR ANY RELATIONSHIP BETWEEN BANK
AND BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO
PROVIDE THE FINANCING EVIDENCED HEREIN OR IN THE OTHER LOAN
DOCUMENTS.

                             Page 6
<PAGE>

BORROWER:
---------


PARK PHARMACY CORPORATION,         DOUGHERTY'S PHARMACY, INC,
a Colorado corporation                  a Texas corporation

By: /s/ Thomas R. Baker            By: /s/ Thomas R. Baker
   ------------------------           --------------------------
   Thomas R. Baker, President       Thomas R. Baker, President


RX-PRO.COM, INC.,                  TOTAL PHARMACY SUPPLY, INC.
a Texas corporation                     a Texas corporation


By: /s/ Jim Moncrief               By:/s/ Thomas R. Baker
   --------------------------         ---------------------------
  Jim Moncrief, President             Thomas R. Baker, President



PARK INFUSION SERVICES, LP,        RAVENS PHARMACY, INC.,
a Texas limited partnership             a Texas corporation

     By: Park Operating GP, LLC,
          a Texas limited liability company  By: /s/ Thomas R. Baker
                                             -----------------------
                                        Thomas R. Baker, President

          By: /s/ Thomas R. Baker
             -----------------------------
          Name: Thomas R. Baker, President

                                Page 7

<PAGE>


              PLEDGE AND SECURITY AGREEMENT
              -----------------------------
     PARK PHARMACY CORPORATION
               (FACILITY)


     THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is
made as of the 10th day of August, 2000, by Park Pharmacy
Corporation (hereinafter called "Debtor"), in favor of BANK OF
TEXAS, N.A. ("Bank"). Debtor hereby agrees with Bank as follows:

     1.   Definitions.   As used in this Agreement, the following
terms shall have the meanings indicated below:

          (a)  The term "Borrower" shall mean Debtor, RX-Pro.Com,
     Inc. ("RX"), a Texas corporation, Dougherty's Pharmacy, Inc.
     ("Dougherty"), a Texas corporation, Ravens Pharmacy, Inc.
     ("Ravens"), a Texas corporation, Total Pharmacy Supply, Inc.
     ("Total"), a Texas corporation, Park Infusion Services, LP
     ("PIS"), a Texas limited partnership, who are jointly and
     severally indebted to Bank..

          (b)  The term "Code" shall mean the Uniform Commercial
     Code as in effect in the State of Texas on the date of this
     Agreement or as it may hereafter be amended from time to
     time.

          (c)  The term "Collateral" shall mean all common,
     preferred or other stock certificates, warrants, options,
     subscription agreements and any other right to acquire,
     purchase or to have issued any stock in Dougherty's
     Pharmacy, Inc., a Texas corporation, and RX-Pro.Com, Inc., a
     Texas corporation, Ravens Pharmacy, Inc., a Texas
     corporation, Total Pharmacy Supply, Inc., a Texas
     corporation, Park LP Holdings, Inc., a Nevada corporation,
     the membership or ownership interest of Debtor in Park
     Operating GP, LLC, a Texas limited liability company, or any
     other subsidiary of Debtor hereafter acquired or existing,
     including without limitation all certificates, instruments,
     documents evidencing any part of the Collateral together
     with all rights to dividends (in cash or in kind), proceeds,
     distributions and/or additional stock rights granted by each
     issuing corporation or standing in the name of Debtor in
     respect of the Collateral, together with all machinery,
     equipment, furniture, fixtures, equipment, accounts
     receivable, inventory, accounts, instruments, documents,
     chattel paper and any other tangible or intangible personal
     property of any kind or nature now existing or hereafter
     acquired, including without limitation, any payment
     intangibles.  The term Collateral, as used herein, shall
     also include all dividends, splits, increases, mutations,
     renewals, replacements, and substitutions of all of the
     foregoing, all Additional Property (as hereinafter defined)
     and all products and proceeds of all of the foregoing.  The
     designation of proceeds does not authorize Debtor to sell,
     transfer or otherwise convey any of the Collateral other
     than in

                             Page 1

<PAGE>


     the ordinary course of business.  The delivery at any time
     by Debtor to Secured Party of any property as a pledge to
     secure payment or performance of any indebtedness or
     obligation whatsoever shall also constitute a pledge of such
     property as Collateral hereunder.
          (d)  The term "Indebtedness" shall mean all
     indebtedness of Borrower now or hereafter owing to Secured
     Party pursuant to that certain Loan Agreement dated of even
     date herewith, executed by Borrower  and Secured Party (the
     "Loan Agreement") and evidenced by a Revolving Line of
     Credit Note, a Term Equipment Note, and an Acquisition Line
     of Credit Note, all dated of even date herewith, executed by
     Borrower to and for the benefit of Secured Party, in the
     original principal amounts of $1,500,000.00 and
     $1,300,000.00 and $5,000,000.00, respectively, together with
     any other obligation or indebtedness due from Debtor to
     Secured Party in accordance with the terms of the Loan
     Documents, including without limitation any additional note
     to be executed by Borrower and payable to the order of
     Secured Party in accordance with the provisions of the Loan
     Agreement in respect of the Acquisition Line of Credit Note
     (collectively referred to herein as the "Note" or the
     "Notes" as the context requires), (ii) all accrued but
     unpaid interest on any of the indebtedness described in (i)
     above, (iii) all obligations owing to Secured Party under
     any documents evidencing, securing, governing and/or
     pertaining to all or any part of the indebtedness described
     in (i) and (ii) above, (iv) all costs and expenses incurred
     by Secured Party in connection with the collection and
     administration of all or any part of the indebtedness and
     obligations described in (i), (ii) and (iii) above or the
     protection or preservation of, or realization upon, the
     collateral securing all or any part of such indebtedness and
     obligations, including without limitation all reasonable
     attorneys' fees, and (v) all renewals, extensions,
     modifications and rearrangements of the indebtedness and
     obligations described in (i), (ii), (iii) and (iv) above.

          (e)  The term "Loan Documents" shall mean all
     instruments and documents evidencing, securing, governing,
     guaranteeing and/or pertaining to the Indebtedness.

          (f)  The term "Obligated Party" shall mean any party
     other than Borrower who secures, guarantees and/or is
     otherwise obligated to pay all or any portion of the
     Indebtedness.

          (g)  The term "Secured Party" shall mean Bank, its
     successors and assigns, including without limitation, any
     party to whom Bank, or its successors or assigns, may assign
     its rights and interests under this Agreement.

          (h)  Other capitalized terms not defined herein shall
     have the meaning ascribed to them in the Loan Agreement of
     even date herewith.


                             Page 2
<PAGE>

     All words and phrases used herein which are expressly
defined in Section 1.201 of Chapter 9 of the Code shall have the
meaning provided for therein.  Other words and phrases defined
elsewhere in the Code shall have the meaning specified therein
except to the extent such meaning is inconsistent with a
definition in Section 1.201 or Chapter 9 of the Code.

     2.   Security Interest.  As security for the Indebtedness,
Debtor, for value received, hereby grants to Secured Party a
continuing security interest in the Collateral.

     3.   Representations and Warranties.  Debtor hereby
represents and warrants the following to Secured Party:

          (a)  Enforceability.  This Agreement and Guaranty
     constitute legal, valid and binding obligations of Debtor,
     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.

          (b)  Ownership and Liens.  Debtor has good and
     marketable title to the Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement.
     Other than in the ordinary course of business for a non-
     material matter, no dispute, right of setoff, counterclaim
     or defense exists with respect to all or any part of the
     Collateral.  Debtor has not executed any other security
     agreement currently affecting the Collateral and no
     effective financing statement or other instrument similar in
     effect covering all or any part of the Collateral is on file
     in any recording office except as may have been executed or
     filed in favor of Secured Party.

          (c)  No Conflicts or Consents.  Neither the ownership,
     the intended use of the Collateral by Debtor, the grant of
     the security interest by Debtor to Secured Party herein nor
     the exercise by Secured Party of its rights or remedies
     hereunder, will (i) conflict with any provision of (A) any
     domestic or foreign law, statute, rule or regulation, or (B)
     any agreement, judgment, license, order or permit applicable
     to or binding upon Debtor, or (ii) result in or require the
     creation of any lien, charge or encumbrance upon any assets
     or properties of Debtor or of any person except as may be
     expressly contemplated in the Loan Documents.  Except as
     expressly contemplated in the Loan Documents, no consent,
     approval, authorization or order of, and no notice to or
     filing with, any court, governmental authority or third
     party is required in connection with the grant by Debtor of
     the security interest herein or the exercise by Secured
     Party of its rights and remedies hereunder.

                             Page 3

<PAGE>


          (d)  Security Interest.  Debtor has and will have at
     all times full right, power and authority to grant a
     security interest in the Collateral to Secured Party in the
     manner provided herein, free and clear of any lien, security
     interest or other charge or encumbrance.  This Agreement
     creates a legal, valid and binding security interest in
     favor of Secured Party in the Collateral securing the
     Indebtedness.  Possession by Secured Party of all
     certificates, instruments and cash constituting Collateral
     from time to time and/or the filing of the financing
     statements delivered prior hereto and/or concurrently
     herewith by Debtor to Secured Party will perfect and
     establish the first priority of Secured Party's security
     interest hereunder in the Collateral.

          (e)  Location.  Debtor's chief executive office and the
     office where the records concerning the Collateral are kept
     is located at the address set forth on the signature page
     hereof.

          (f)  Solvency of Debtor.  As of the date hereof, and
     after giving effect to this Agreement and the completion of
     all other transactions contemplated by Debtor at the time of
     the execution of this Agreement, (i) Debtor is and will be
     solvent, (ii) the fair saleable value of Debtor's assets
     exceeds and will continue to exceed Debtor's liabilities
     (both fixed and contingent), and (iii) Debtor is paying and
     will continue to be able to pay his debts as they mature.
     Solely for purposes of this warranty by the Debtor, and
     without affecting, modifying or otherwise amending any
     provision of any Loan Documents, Debtor's assessment of its
     solvency includes a claim of subrogation or contribution
     against each of the other entities comprising Borrower
     and/or a Guarantor (as defined in the Loan Documents) and/or
     any other obligated party in the event Debtor should pay
     more than its ratable share of the Indebtedness.

          (g)  Chattel Paper, Documents and Instruments. The
     chattel paper, documents and instruments of Debtor pledged
     hereunder have only one original counterpart and no party
     other than Debtor or Secured Party is in actual or
     constructive possession of any such chattel paper, documents
     or instruments.

          (h)  Securities.    Any certificates evidencing
     securities pledged as Collateral are valid and genuine and
     have not been altered.  All securities pledged as Collateral
     have been duly authorized and validly issued, are fully paid
     and non-assessable, and were not issued in violation of the
     preemptive rights of any party or of any agreement by which
     Debtor or the issuer thereof is bound.  No restrictions or
     conditions exist with respect to the transfer or voting of
     any securities pledged as Collateral, except for the
     restrictions of applicable securities laws, rules and
     regulations.  To the best of Debtor's knowledge, no issuer
     of such securities (other than securities of a class which
     are publicly traded) has any outstanding stock rights,
     rights to subscribe, options, warrants or convertible
     securities outstanding or any other rights outstanding
     entitling any party to have issued to

                             Page 4

<PAGE>

     such party capital stock of such issuer.  In addition to
     delivering possession of the certificates to any securities
     pledged hereby, Debtor agrees to deliver, sign, or otherwise
     take any action required to perfect and continue the
     perfection of Secured Party in the securities, and any
     matters or item in any manner related thereto.

          (i)  Documents and Instruments.    The security
     interest in chattel paper, documents and instruments of
     Debtor granted hereunder is valid and genuine, and all such
     chattel paper, documents and instruments have only one
     original counterpart.  No party other than Debtor or Secured
     Party is in actual or constructive possession of any such
     chattel paper, documents or instruments.

     4.   Affirmative Covenants.  Debtor will comply with the
covenants contained in this Section 4 at all times during the
period of time this Agreement is effective unless Secured Party
shall otherwise consent in writing.

          (a)  Ownership and Liens.  Debtor will maintain good
     and marketable title to all Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement
     and the security interests and other encumbrances expressly
     permitted by the other Loan Documents.  Other than in the
     ordinary course of business for non-material matters, Debtor
     will not permit any dispute, right of setoff, counterclaim
     or defense to exist with respect to all or any part of the
     Collateral.  Debtor will not cause any financing statement
     or other security instrument with respect to the Collateral
     to be terminated, except as may exist or as may have been
     filed in favor of Secured Party.  Debtor will defend at his
     expense Secured Party's right, title and security interest
     in and to the Collateral against the claims of any third
     party.

          (b)  Further Assurances.  Debtor will from time to time
     at his expense promptly execute and deliver all further
     instruments and documents and take all further action
     necessary or appropriate or that Secured Party may request
     in order (i) to perfect and protect the security interest
     created or purported to be created hereby and the first
     priority of such security interest, (ii) to enable Secured
     Party to exercise and enforce its rights and remedies
     hereunder in respect of the Collateral, and (iii) to
     otherwise effect the purposes of this Agreement, including
     without limitation, executing and filing such financing or
     continuation statements, or amendments thereto.

          (c)  Payment of Taxes.  Debtor (i) will timely pay all
     property and other taxes, assessments and governmental
     charges or levies imposed upon the Collateral or any part
     thereof, (ii) will timely pay all lawful claims which, if
     unpaid, might become a lien or charge upon the Collateral or
     any part thereof, and (iii) will maintain appropriate
     accruals and reserves for all such liabilities in a timely
     fashion in accordance with generally

                             Page 5

<PAGE>


     accepted accounting principles.  Debtor may, however, delay
     paying or discharging any such taxes, assessments, charges,
     claims or liabilities so long as the validity thereof is
     contested in good faith by proper proceedings and provided
     Debtor has set aside adequate reserves therefor.

          (d)  Chattel Paper, Documents and Instruments.  Debtor
     will take such action as may be requested by Secured Party
     in order to cause any chattel paper, documents or
     instruments to be valid and enforceable and will cause all
     chattel paper to have only one original counterpart.  Upon
     request by Secured Party, Debtor will deliver to Secured
     Party all originals of chattel paper, documents or
     instruments and will mark all chattel paper with a legend
     indicating that such chattel paper is subject to the
     security interest granted hereunder.

          (e)  Insurance.  Debtor will insure the Collateral
     against perils of loss and/or liability and name Secured
     Party as an additional insured on all such policies of
     insurance in an amount not less than the amount of the
     original amount of the Indebtedness.  All such insurance
     shall be with such carriers as Secured Party may reasonably
     approve.  Debtor shall provide Secured Party with evidence
     of Debtor's compliance with this provision and with evidence
     of renewal of all such coverages throughout the term that
     any of the Indebtedness remains outstanding and unpaid.
     Upon request of Secured Party, Debtor will provide evidence
     of payment of renewal premiums and/or with updated policies,
     certificates of insurance or other evidence of Debtor's
     compliance with this provision at no cost or expense to
     Secured Party.

          (f)  Delivery of Instruments and/or Certificates.
     Contemporaneously herewith, Debtor covenants and agrees to
     deliver to Secured Party any certificates, documents or
     instruments representing or evidencing any part of the
     Collateral together with Debtor's endorsement thereon and/or
     accompanied by property instruments of transfer and
     assignment duly executed in blank with, if requested by
     Secured Party, signatures guaranteed by a bank or member
     firm of the New York Stock Exchange, all in form and
     substance satisfactory to Secured Party.  If required by
     Secured Party, Debtor also covenants and agrees to cooperate
     with Secured Party in registering the pledge of the
     securities pledged as Collateral with the issuer of such
     securities.  Debtor will deliver or cause to be delivered to
     Secured Party a Confirmation of Pledge in a form required by
     Secured Party in its sole and absolute discretion sufficient
     in form and content and executed by the issuer of the
     securities pledged a additional collateral hereby.

     5.   Negative Covenants.  Debtor will comply with the
covenants contained in this Section 5 at all times during the
period of time this Agreement is effective, unless Secured Party
shall otherwise consent in writing.

                             Page 6

<PAGE>


          (a)  Transfer or Encumbrance.  Other than in the
     ordinary course of business, Debtor will not (i) sell,
     assign (by operation of law or otherwise), transfer,
     exchange, lease or otherwise dispose of any of the
     Collateral, (ii) grant a lien or security interest in or
     execute, file or record any financing statement or other
     security instrument with respect to the Collateral to any
     party other than Secured Party, or (iii) deliver actual or
     constructive possession of the Collateral to any party other
     than Secured Party.

          (b)  Impairment of Security Interest.  Debtor will not
     take or fail to take any action which would in any manner
     impair the value or enforceability of Secured Party's
     security interest in any Collateral.

          (c)  Possession of Collateral.  Debtor will on or
     before the date hereof, deliver possession of any part of
     the Collateral to Secured Party where possession by Secured
     Party is required for perfection.

          (d)  Financing Statement Filings.  Debtor recognizes
     that financing statements pertaining to the Collateral will
     be or may be filed where Debtor maintains any Collateral,
     has its records concerning any Collateral or has its
     principal place of business/ residence.  Without limitation
     of any other covenant herein, Debtor will not cause or
     permit any change in the location of Debtor's office to a
     jurisdiction other than as represented in Section 3(e)
     unless Debtor shall have notified Secured Party in writing
     of such change at least thirty (30) days prior to the
     effective date of such change, and shall have first taken
     all action required by Secured Party for the purpose of
     further perfecting or protecting the security interest in
     favor of Secured Party in the Collateral.  In any written
     notice furnished pursuant to this Section 5(d), Debtor will
     expressly state that the notice is required by this
     Agreement and contains facts that may require additional
     filings of financing statements or other notices for the
     purpose of continuing perfection of Secured Party's security
     interest in the Collateral.

          (e)  Dilution of Ownership.   As to any securities
     pledged as Collateral (other than securities of a class
     which are publicly traded, Debtor will not consent to or
     approve of the issuance of (i) any additional shares of any
     class of securities of such issuer (unless immediately upon
     issuance additional securities are pledged and delivered to
     Secured Party pursuant to the terms hereof to the extent
     necessary to give Secured Party a security interest after
     such issuance in at least the same percentage of such
     issuer's outstanding securities as Secured Party had before
     such issuance0, (ii) any instrument convertible voluntarily
     by the holder thereof or automatically upon the occurrence
     or non-occurrence of any event or condition into, or
     exchangeable for, any such securities, or (iii) any
     warrants, options, contracts or other commitments entitling
     any third party to purchase or otherwise acquire any such
     securities.

                             Page 7

<PAGE>


          (f)  Restrictions on Securities.   Debtor will not
     enter into any agreement creating, or otherwise permit to
     exist, any restriction or condition upon the transfer,
     voting or control of any securities pledged as Collateral,
     except as consented to in writing by Secured Party.

     6.   Rights of Secured Party.  Secured Party shall have the
rights contained in this Section 6 at all times during the period
of time this Agreement is effective.

          (a)  Additional Financing Statements Filings.  Debtor
     hereby authorizes Secured Party to file, without the
     signature of Debtor, one or more financing or continuation
     statements, and amendments thereto, relating to the
     Collateral.  Debtor further agrees that a carbon,
     photographic or other reproduction of this Security
     Agreement or any financing statement describing any
     Collateral is sufficient as a financing statement and may be
     filed in any jurisdiction Secured Party may deem
     appropriate.

          (b)  Power of Attorney. Debtor hereby irrevocably
     appoints Secured Party as Debtor's attorney-in-fact, such
     power of attorney being coupled with an interest, with full
     authority in the place and stead of Debtor and in the name
     of Debtor or otherwise from and after an Event of Default to
     take any action and to execute any instrument which Secured
     Party may from time to time in Secured Party's discretion
     deem necessary or appropriate to accomplish he purposes of
     this Agreement, including without limitation, the following
     action: (i) execute and deliver receipts, releases, orders,
     bills of lading, acceptances, cancellations or any other
     documentary instrument relating in any manner to the
     Collateral; (ii) sell for cash or credit, deliver, transfer,
     assign, exchange, lease, barter, or otherwise deal with any
     part or all of the Collateral; (iii) transfer any
     securities, instruments, documents or certificates pledged
     as Collateral in the name of Secured Party or its nominee;
     (iv) use any interest, premium or principal payments,
     conversion or redemption proceeds or other cash proceeds
     received in connection with any Collateral to reduce any of
     the Indebtedness; (v)  exchange any of the securities
     pledged as Collateral for any other property upon any
     merger, consolidation, reorganization, recapitalization or
     other readjustment of the issuer thereof, and, in connection
     therewith, to deposit and deliver any and all of such
     securities with any committee, depository, transfer agent,
     registrar or other designated agent upon such terms and
     conditions as Secured Party may deem necessary or
     appropriate; (vi) exercise or comply with any conversion,
     exchange, redemption, subscription or any other right,
     privilege or option pertaining to any securities pledged as
     Collateral; provided, however, except as provided herein,
     Secured Party shall not have a duty to exercise or comply
     with any such right, privilege or option (whether
     conversion, redemption or otherwise) and shall not be
     responsible for any delay or failure to do so; and (vii)
     file any claims or take any action or institute any
     proceedings which Secured Party may deem necessary or
     appropriate for the collection and/or

                             Page 8

<PAGE>


     preservation of the Collateral or otherwise to enforce the
     rights of Secured Party with respect to the Collateral.

          (c)  Performance by Secured Party.  If Debtor fails to
     perform any agreement or obligation provided herein, Secured
     Party may itself perform, or cause performance of, such
     agreement or obligation, and the expenses of Secured Party
     incurred in connection therewith shall be a part of the
     Indebtedness, secured by the Collateral and payable by
     Debtor on demand.

     7.   Events of Default.  Each of the following constitutes
an "Event of Default" under this Agreement:

          (a)  Failure to Pay Indebtedness.  The failure, refusal
     or neglect of Borrower, or any Obligated Party to make any
     payment of principal or interest on the Indebtedness, or any
     portion thereof, as the same shall become due and payable
     and following ten (10) days written notice to cure the
     initial failure to pay an installment; or

          (b)  Non-Performance of Covenants.  The failure of
     Debtor or any Obligated Party to timely and properly
     observe, keep or perform any non-monetary covenant,
     agreement, warranty or condition required herein or in any
     of the other Loan Documents following thirty (30) days
     written notice to cure; or

          (c)  Default Under Other Loan Documents.  The
     occurrence of an event of default under any of the other
     Loan Documents; or

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

          (e)  Bankruptcy or Insolvency.  If RX, Dougherty,
     Ravens, Total, PIS, Debtor, 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 his or its inability to pay
     his or its debts as they become due; (ii) generally is not
     paying his or 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 or any of the Collateral, either in a proceeding
     brought by 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

                              Page 9
 <PAGE>

     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 sixty (60) days any
     attachment, sequestration or similar writ levied upon any
     property of such party; or (vi) fails to pay within thirty
     (30) days any final money judgment against such party.

          (f)  Execution on Collateral.  The Collateral or any
     portion thereof is taken on execution or other process of
     law in any action against Debtor; or

          (g)  Liquidation or Related Events.  The liquidation,
     dissolution, merger or consolidation of any one or more of
     Borrower or any Obligated Party not otherwise permitted in
     advance or approved by Secured Party in writing upon written
     request therefor by Debtor.

     8.   Remedies and Related Rights.  If an Event of Default
shall have occurred and for so long as same continues without
cure and any other performance required of the Debtor, and
without limiting any other rights and remedies provided herein,
under any of the other Loan Documents or otherwise available to
Secured Party, Secured Party may exercise one or more of the
rights and remedies provided in this Section.

          (a)  Remedies.  Secured Party may from time to time at
     its discretion, without limitation and without notice except
     as expressly provided in any of the Loan Documents:

               (i)  exercise in respect of the Collateral all the
          rights and remedies of a secured party under the Code
          (whether or not the Code applies to the affected
          Collateral);

               (ii)      require Debtor to, and Debtor hereby
          agrees that it will at its expense and upon request of
          Secured Party, assemble the Collateral as directed by
          Secured Party and make it available to Secured Party at
          a place to be designated by Secured Party which is
          reasonably convenient to both parties;

               (iii)     reduce its claim to judgment or
          foreclose or otherwise enforce, in whole or in part,
          the security interest granted hereunder by any
          available judicial procedure;

               (iv) sell or otherwise dispose of, at its office,
          on the premises of Debtor or elsewhere, the Collateral,
          as a unit or in parcels, by public or private

                             Page 10

<PAGE>



           proceedings, and by way of one or more contracts (it
          being agreed that the sale or other disposition of any
          part of the Collateral shall not exhaust Secured
          Party's power of sale, but sales or other dispositions
          may be made from time to time until all of the
          Collateral has been sold or disposed of or until the
          Indebtedness has been paid and performed in full), and
          at any such sale or other disposition it shall not be
          necessary to exhibit any of the Collateral;

               (v)  buy the Collateral, or any portion thereof,
          at any public sale;

               (vi) buy the Collateral, or any portion thereof,
          at any private sale if the Collateral is of a type
          customarily sold in a recognized market or is of a type
          which is the subject of widely distributed standard
          price quotations;

               (vii)     apply for the appointment of a receiver
          for the Collateral, and Debtor hereby consents to any
          such appointment; and

               (viii)    at its option, withdraw all amounts on
          deposit in respect of the Collateral and apply the same
          to the payment of the Indebtedness; and

               (ix) Debtor agrees that in the event Debtor is
          entitled to receive any notice under the Uniform
          Commercial Code, as it exists in the state governing
          any such notice, of the sale or other disposition of
          any Collateral, reasonable notice shall be deemed given
          when such notice is deposited in a depository
          receptacle under the care and custody of the United
          States Postal Service, postage prepaid, at Debtor's
          address set forth on the signature page hereof, ten
          (10) days prior to the date of any public sale, or
          after which a private sale, of any of such Collateral
          is to be held. Secured Party shall not be obligated to
          make any sale of Collateral regardless of notice of
          sale having been given.  Secured Party may adjourn any
          public or private sale from time to time by
          announcement at the time and place fixed therefor, and
          such sale may, without further notice, be made at the
          time and place to which it was so adjourned.

               (x)  Private Sale of Securities.  Debtor
          recognizes that Secured Party may be unable to effect a
          public sale of all or any part of the securities
          pledged as Collateral because of restrictions in
          applicable federal and state securities laws.  Secured
          Party may, therefore, determine to make one or more
          private sales of any such securities to a restricted
          group of purchasers who will be obligated to agree,
          among other things, to acquire such securities for
          their own account, for investment and not with a view
          to the distribution or resale thereof.  Debtor
          acknowledges that each any such private sale may be at
          prices and other terms less favorable than what might
          have been obtained at a public sale and,

                             Page 11


<PAGE>



          notwithstanding the foregoing, agrees that each such
          private sale shall be deemed to have been made in a
          commercially reasonable manner and that Secured Party
          shall have no obligation to delay the sale of any such
          securities for the period of time necessary to permit
          the issuer to register such securities for public sale
          under any federal or state securities laws.  Debtor
          further acknowledges and agrees that any offer to sell
          such securities which has been made privately in the
          manner described above to not less than five (5) bona
          fide offerees shall be deemed to involve a "public
          sale" for the purposes of Section 9.504(c) of the Code,
          notwithstanding that such sale may not (unless
          conducted in compliance with applicable securities
          rules and regulations) constitute a "public offering"
          under any federal or state securities laws and that
          Secured Party may, in such event, bid for the purchase
          of such securities.

               (xi) Private Sale of the Collateral Other than
          Securities.    Secured Party is also authorized, and
          Debtor confirms Secured Party's right, to give notice
          for and to conduct a private sale for any part or all
          of the Collateral.  Debtor shall assemble, deliver or
          otherwise assist Secured Party in making the Collateral
          available for inspection, preview or sale in such lots
          and at such locations as Secured Party may instruct.

          (b)  Application of Proceeds.  If any Event of Default
     shall have occurred, Secured Party may at its discretion
     apply or use any cash held by Secured Party as Collateral,
     and any cash proceeds received by Secured Party in respect
     of any sale or other disposition of, collection from, or
     other realization upon, all or any part of the Collateral as
     follows in such order and manner as Secured Party may elect:

               (i)  to the repayment or reimbursement of the
          reasonable costs and expenses (including, without
          limitation, reasonable attorneys' fees and expenses)
          incurred by Secured Party in connection with (A) the
          administration of the Loan Documents, (B) the custody,
          preservation, use or operation of, or the sale of,
          collection from, or other realization upon, the
          Collateral, and (C) the exercise or enforcement of any
          of the rights and remedies of Secured Party hereunder;

               (ii) to the payment or other satisfaction of any
          liens and other encumbrances upon the Collateral;

               (iii)     to the satisfaction of the Indebtedness;

               (iv) by holding such cash and proceeds as
          Collateral;

                             Page 12

<PAGE>


               (v)  to the payment of any other amounts required
          by applicable law (including without limitation,
          Section 9.504(a)(3) of the Code or any other applicable
          statutory provision); and
               (vi) by delivery to Debtor or any other party
          lawfully entitled to receive such cash or proceeds
          whether by direction of a court of competent
          jurisdiction or otherwise.

          (c)  Deficiency.  In the event that the proceeds of any
     sale of, collection from, or other realization upon, all or
     any part of the Collateral by Secured Party are insufficient
     to pay all amounts to which Secured Party is legally
     entitled, Debtor and any party who guaranteed or is
     otherwise obligated to pay all or any portion of the
     Indebtedness shall be liable for the deficiency, together
     with interest thereon as provided in the Loan Documents.

          (d)  Non-Judicial Remedies.  In granting to Secured
     Party the power to enforce its rights hereunder without
     prior judicial process or judicial hearing, Debtor expressly
     waives, renounces and knowingly relinquishes any legal right
     which might otherwise require Secured Party to enforce its
     rights by judicial process.  Debtor recognizes and concedes
     that non-judicial remedies are consistent with the usage of
     trade, are responsive to commercial necessity and are the
     result of a bargain at arm's length.  Nothing herein is
     intended to prevent Secured Party or Debtor from resorting
     to judicial process at either party's option.

          (e)  Other Recourse.  Debtor waives any right to
     require Secured Party to proceed against any third party,
     exhaust any Collateral or other security for the
     Indebtedness, or to have any third party joined with Debtor
     in any suit arising out of the Indebtedness or any of the
     Loan Documents, or pursue any other remedy available to
     Secured Party.  Debtor further waives any and all notice of
     acceptance of this Agreement and of the creation,
     modification, rearrangement, renewal or extension of the
     Indebtedness.  Debtor further waives any defense arising by
     reason of any disability or other defense of any third party
     or by reason of the cessation from any cause whatsoever of
     the liability of any third party.  Until all of the
     Indebtedness shall have been paid in full, Debtor shall have
     no right of subrogation and Debtor waives the right to
     enforce any remedy which Secured Party has or may hereafter
     have against any third party, and waives any benefit of and
     any right to participate in any other security whatsoever
     now or hereafter held by Secured Party.  Debtor authorizes
     Secured Party, and without notice or demand and without any
     reservation of rights against Debtor and without affecting
     Debtor's liability hereunder or on the Indebtedness to (i)
     take or hold any other property of any type from any third
     party as security for the Indebtedness, and exchange,
     enforce, waive and release any or all of such other
     property, (ii) apply such other property and direct the
     order or manner of sale thereof as Secured Party may in its
     discretion


                             Page 13

<PAGE>

     determine, (iii) renew, extend, accelerate, modify,
     compromise, settle or release any of the Indebtedness or
     other security for the Indebtedness, (iv) waive, enforce or
     modify any of the provisions of any of the Loan Documents
     executed by any third party, and (v) release or substitute
     any third party.

     9.   Indemnity.  Debtor hereby indemnifies and agrees to
hold harmless Secured Party, and its officers, directors,
employees, agents and representatives (each an "Indemnified
Person") from and against any and all liabilities, obligations,
claims, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature
(collectively, the "Claims") which may be imposed on, incurred
by, or asserted against, any Indemnified Person arising in
connection with the Loan Documents, the Indebtedness, or the
Collateral (including without limitation, the enforcement of the
Loan Documents and the defense of any Indemnified Person's
actions and/or inactions in connection with the Loan Documents).
WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH
INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR
IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH
AND/OR ANY OTHER INDEMNIFIED PERSON, except to the limited extent
the Claims against an Indemnified Person are proximately caused
by such Indemnified Person's gross negligence or willful
misconduct.  If Debtor or any third party ever alleges such gross
negligence or willful misconduct by any Indemnified Person, the
indemnification provided for in this Section shall nonetheless be
paid upon demand, subject to later adjustment or reimbursement,
until such time as a court of competent jurisdiction enters a
final judgment as to the extent and effect of the alleged gross
negligence or willful misconduct.  The indemnification provided
for in this Section shall survive the termination of this
Agreement and shall extend and continue to benefit each
individual or entity who is or has at any time been an
Indemnified Person hereunder.

     10.  Miscellaneous.

          (a)  Entire Agreement.  This Agreement contains the
     entire agreement of Secured Party and Debtor with respect to
     the Collateral.  If the parties hereto are parties to any
     prior agreement, either written or oral, relating to the
     Collateral, the terms of this Agreement shall amend and
     supersede the terms of such prior agreements as to
     transactions on or after the effective date of this
     Agreement, but all security agreements, financing
     statements, guaranties, other contracts and notices for the
     benefit of Secured Party shall continue in full force and
     effect to secure the Indebtedness unless Secured Party
     specifically releases its rights thereunder by separate
     release.

          (b)  Amendment.  No modification, consent or amendment
     of any provision of this Agreement or any of the other Loan
     Documents shall be valid or effective unless the same is in
     writing and signed by the party against whom it is sought to
     be enforced.

                             Page 14

<PAGE>


          (c)  Actions by Secured Party.  The lien, security
     interest and other security rights of Secured Party
     hereunder shall not be impaired by (i) any renewal,
     extension, increase or modification with respect to the
     Indebtedness, (ii) any surrender, compromise, release,
     renewal, extension, exchange or substitution which Secured
     Party may grant with respect to the Collateral, (iii) any
     release or indulgence granted to any co-maker, endorser,
     guarantor or surety of the Indebtedness, or (iv) the
     assumption of the obligations of Borrower in respect of the
     Indebtedness by any other person or entity affiliated with
     the Borrower or any of Borrower's subsidiaries and their
     respective successors or assigns.  The taking of additional
     security by Secured Party shall not release or impair the
     lien, security interest or other security rights of Secured
     Party hereunder or affect the obligations of Debtor
     hereunder.

          (d)  Waiver by Secured Party.  Secured Party may waive
     any Event of Default without waiving any other prior or
     subsequent Event of Default.  Secured Party may remedy any
     default without waiving the Event of Default remedied.
     Neither the failure by Secured Party to exercise, nor the
     delay by Secured Party in exercising, any right or remedy
     upon any Event of Default shall be construed as a waiver of
     such Event of Default or as a waiver of the right to
     exercise any such right or remedy at a later date.  No
     single or partial exercise by Secured Party of any right or
     remedy hereunder shall exhaust the same or shall preclude
     any other or further exercise thereof, and every such right
     or remedy hereunder may be exercised at any time.  No waiver
     of any provision hereof or consent to any departure by
     Debtor therefrom shall be effective unless the same shall be
     in writing and signed by Secured Party and then such waiver
     or consent shall be effective only in the specific
     instances, for the purpose for which given and to the extent
     therein specified.  No notice to or demand on Debtor in any
     case shall of itself entitle Debtor to any other or further
     notice or demand in similar or other circumstances.

          (e)  Costs and Expenses.  Debtor will upon demand pay
     to Secured Party the amount of any and all costs and
     expenses (including without limitation, attorneys' fees and
     expenses), which Secured Party may incur in connection with
     (i) the transactions which give rise to the Loan Documents,
     (ii) the preparation of this Agreement and the perfection
     and preservation of the security interests granted under the
     Loan Documents, (iii) the custody, preservation, use or
     operation of, or the sale of, collection from, or other
     realization upon, the Collateral, (iv) the exercise or
     enforcement of any of the rights of Secured Party under the
     Loan Documents, or (v) the failure by Debtor to perform or
     observe any of the provisions hereof.

          (f)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED
     BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     TEXAS AND APPLICABLE FEDERAL LAWS.

                             Page 15

<PAGE>


          (g)  Venue.  This Agreement has been entered into in
     Dallas County, Texas and it shall be performable for all
     purposes in such county.  Courts within the State of Texas
     shall have jurisdiction over any and all disputes arising
     under or pertaining to this Agreement and venue for any such
     disputes shall be in Dallas County, Texas.

          (h)  Severability.  If any provision of this Agreement
     is held by a court of competent jurisdiction to be illegal,
     invalid or unenforceable under present or future laws, such
     provision shall be fully severable, shall not impair or
     invalidate the remainder of this Agreement and the effect
     thereof shall be confined to the provision held to be
     illegal, invalid or unenforceable.

          (i)  No Obligation.  Nothing contained herein shall be
     construed as an obligation on the part of Secured Party to
     extend or continue to extend credit to Borrower.

          (j)  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, return receipt requested, sent to
     the intended addressee at the address set forth on the
     signature page hereof or to such different address as the
     addressee shall have designated by written notice sent
     pursuant to the terms hereof and shall be deemed to have
     been received either, in the case of personal delivery, at
     the time of personal delivery, in the case of expedited
     delivery service, as 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 his or 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.

          (k)  Binding Effect and Assignment.  This Agreement (i)
     creates a continuing security interest in the Collateral,
     (ii) shall be binding on Debtor and the heirs, executors,
     administrators and personal representatives of Debtor, and
     (iii) shall inure to the benefit of Secured Party and its
     successors and assigns.  Without limiting the generality of
     the foregoing, Secured Party may pledge, assign or otherwise
     transfer the Indebtedness and its rights under this
     Agreement and any of the other Loan Documents to any other
     party.  Debtor's rights and obligations hereunder may not be
     assigned or otherwise transferred without the prior  written
     consent of Secured Party.

          (l)  Termination.  Upon the satisfaction in full of the
     Indebtedness, or written release or termination delivered by
     Secured Party to Debtor, this Agreement and the security
     interests created hereby shall terminate.  Upon termination
     of this Agreement and

                             Page 16
<PAGE>


     Debtor's written request, Secured Party will, at Debtor's
     sole cost and expense, return to Debtor such of the
     Collateral as shall not have been sold or otherwise disposed
     of or applied pursuant to the terms hereof and execute and
     deliver to Debtor such documents as Debtor shall reasonably
     request to evidence such termination.

          (m)  Cumulative Rights.  All rights and remedies of
     Secured Party hereunder are cumulative of each other and of
     every other right or remedy which Secured Party may
     otherwise have at law or in equity or under any of the other
     Loan Documents, and the exercise of one or more of such
     rights or remedies shall not prejudice or impair the
     concurrent or subsequent exercise of any other rights or
     remedies.

          (n)  Gender and Number. Within this Agreement, words of
     any gender shall be held and construed to include the other
     gender, and words in the singular number shall be held and
     construed to include the plural and words in the plural
     number shall be held and construed to include the singular,
     unless in each instance the context requires otherwise.

          (o)  Descriptive Headings.  The headings in this
     Agreement are for convenience only and shall in no way
     enlarge, limit or define the scope or meaning of the various
     and several provisions hereof.

     EXECUTED as of the date first written above.

     Debtor's Address:                  DEBTOR:
     ----------------------
     10711 Preston Road, Suite 250
     Dallas, Texas 75230           PARK PHARMACY CORPORATION,
                                   a Colorado corporation


                                   By: /s/ Thomas R. Baker
                                      --------------------------
                                     Thomas R. Baker, President

     Secured Party's Address:           BANK:
     ------------------------------
     Bank of Texas, N.A.
     5956 Sherry Lane, Suite 1100            BANK OF TEXAS, N.A.
     Dallas, Texas 75225
     Attention: David J. Broussard, Jr.
               Senior Vice President    By: /s/ Frank A. Sewell, IV
                                          -------------------------
                                          Frank A. Sewell, IV
                                          Banking Officer

                             Page 17

<PAGE>


                  PLEDGE AND SECURITY AGREEMENT
                  -----------------------------
     PARK INFUSION SERVICES, LP
                    (AUGUST, 2000 FACILITY)


     THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is
made as of the10th day of August, 2000, by Park Infusion
Services, LP (hereinafter called "Debtor"), in favor of BANK OF
TEXAS, N.A. ("Bank"). Debtor hereby agrees with Bank as follows:

     1.   Definitions.   As used in this Agreement, the following
terms shall have the meanings indicated below:

          (a)  The term "Borrower" shall mean Debtor, Park
     Pharmacy Corporation ("Park"), a Colorado corporation, RX-
     Pro.Com, Inc. ("RX"), a Texas corporation, Dougherty's
     Pharmacy, Inc. ("Dougherty"), a Texas corporation, Ravens
     Pharmacy, Inc. ("Ravens"), a Texas corporation, Total
     Pharmacy Supply, Inc. ("Total"), a Texas limited
     partnership, who are jointly and severally indebted to
     Bank..

          (b)  The term "Code" shall mean the Uniform Commercial
     Code as in effect in the State of Texas on the date of this
     Agreement or as it may hereafter be amended from time to
     time.

          (c)  The term "Collateral" shall mean all machinery,
     furniture, fixtures and equipment, and also all accounts
     receivable, inventory, accounts, instruments, documents,
     chattel paper, commercial tort claims, deposit accounts,
     letters of credit rights or letters of credit or rights to
     payment for money or sums advanced or sold, securities,
     certificates, general intangibles, payment intangibles, and
     any other tangible personal property or intangible personal
     property of every kind and character now located at Debtor's
     places of business or otherwise in Debtor's possession or
     control, or in the case of certain items of the Collateral
     requiring Bank to have possession to be perfected any of
     those items in the possession of, or at any time and from
     time to time hereafter delivered to, Secured Party (as
     hereinafter defined) or its agents, together with all
     certificates, options, rights or other distributions issued
     as an addition to, in substitution of, or in exchange for,
     or on account of, any of the foregoing, including without
     limitation, any property specifically described on Schedule
     "A" attached hereto and made a part hereof.

          (d)  The term "Indebtedness" shall mean all
     indebtedness of Borrower now or hereafter owing to Secured
     Party pursuant to that certain Loan Agreement dated of even
     date herewith, executed by Borrower  and Secured Party (the
     "Loan Agreement") and evidenced by a Revolving Line of
     Credit Note, a Term Equipment Note, and an Acquisition Line
     of Credit Note, all dated of even date herewith, executed by
     Borrower to

                             Page 1

<PAGE>


     and for the benefit of Secured Party, in the original
     principal amounts of $1,500,000.00 and $1,300,000.00 and
     $5,000,000.00, respectively, together with any other
     obligation or indebtedness due from Debtor to Secured Party
     in accordance with the terms of the Loan Documents,
     including without limitation any additional note to be
     executed by Borrower and payable to the order of Secured
     Party in accordance with the provisions of the Loan
     Agreement in respect of the Acquisition Line of Credit Note
     (collectively referred to herein as the "Note" or the
     "Notes"as the context requires), (ii) all accrued but unpaid
     interest on any of the indebtedness described in (i) above,
     (iii) all obligations owing to Secured Party under any
     documents evidencing, securing, governing and/or pertaining
     to all or any part of the indebtedness described in (i) and
     (ii) above, (iv) all costs and expenses incurred by Secured
     Party in connection with the collection and administration
     of all or any part of the indebtedness and obligations
     described in (i), (ii) and (iii) above or the protection or
     preservation of, or realization upon, the collateral
     securing all or any part of such indebtedness and
     obligations, including without limitation all reasonable
     attorneys' fees, and (v) all renewals, extensions,
     modifications and rearrangements of the indebtedness and
     obligations described in (i), (ii), (iii) and (iv) above.

          (e)  The term "Loan Documents" shall mean all
     instruments and documents evidencing, securing, governing,
     guaranteeing and/or pertaining to the Indebtedness.

          (f)  The term "Obligated Party" shall mean any party
     other than Borrower who secures, guarantees and/or is
     otherwise obligated to pay all or any portion of the
     Indebtedness.

          (g)  The term "Secured Party" shall mean Bank, its
     successors and assigns, including without limitation, any
     party to whom Bank, or its successors or assigns, may assign
     its rights and interests under this Agreement.

          (h)  Other capitalized terms not defined herein shall
     have the meaning ascribed to them in the Loan Agreement of
     even date herewith.

     All words and phrases used herein which are expressly
defined in Section 1.201 of Chapter 9 of the Code shall have the
meaning provided for therein.  Other words and phrases defined
elsewhere in the Code shall have the meaning specified therein
except to the extent such meaning is inconsistent with a
definition in Section 1.201 or Chapter 9 of the Code.

     2.   Security Interest.  As security for the Indebtedness,
Debtor, for value received, hereby grants to Secured Party a
continuing security interest in the Collateral.

     3.   Representations and Warranties.  Debtor hereby
represents and warrants the following to Secured Party:


                             Page 2

<PAGE>

          (a)  Enforceability.  This Agreement and Guaranty
     constitute legal, valid and binding obligations of Debtor,
     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.
          (b)  Ownership and Liens.  Debtor has good and
     marketable title to the Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement.
     Other than in the ordinary course of business for a non-
     material matter, no dispute, right of setoff, counterclaim
     or defense exists with respect to all or any part of the
     Collateral.  Debtor has not executed any other security
     agreement currently affecting the Collateral and no
     effective financing statement or other instrument similar in
     effect covering all or any part of the Collateral is on file
     in any recording office except as may have been executed or
     filed in favor of Secured Party.

          (c)  No Conflicts or Consents.  Neither the ownership,
     the intended use of the Collateral by Debtor, the grant of
     the security interest by Debtor to Secured Party herein nor
     the exercise by Secured Party of its rights or remedies
     hereunder, will (i) conflict with any provision of (A) any
     domestic or foreign law, statute, rule or regulation, or (B)
     any agreement, judgment, license, order or permit applicable
     to or binding upon Debtor, or (ii) result in or require the
     creation of any lien, charge or encumbrance upon any assets
     or properties of Debtor or of any person except as may be
     expressly contemplated in the Loan Documents.  Except as
     expressly contemplated in the Loan Documents, no consent,
     approval, authorization or order of, and no notice to or
     filing with, any court, governmental authority or third
     party is required in connection with the grant by Debtor of
     the security interest herein or the exercise by Secured
     Party of its rights and remedies hereunder.

          (d)  Security Interest.  Debtor has and will have at
     all times full right, power and authority to grant a
     security interest in the Collateral to Secured Party in the
     manner provided herein, free and clear of any lien, security
     interest or other charge or encumbrance.  This Agreement
     creates a legal, valid and binding security interest in
     favor of Secured Party in the Collateral securing the
     Indebtedness.  Possession by Secured Party of all
     certificates, instruments and cash constituting Collateral
     from time to time and/or the filing of the financing
     statements delivered prior hereto and/or concurrently
     herewith by Debtor to Secured Party will perfect and
     establish the first priority of Secured Party's security
     interest hereunder in the Collateral.


                             Page 3

<PAGE>

          (e)  Location.  Debtor's chief executive office and the
     office where the records concerning the Collateral are kept
     is located at the address set forth on the signature page
     hereof.

          (f)  Solvency of Debtor.  As of the date hereof, and
     after giving effect to this Agreement and the completion of
     all other transactions contemplated by Debtor at the time of
     the execution of this Agreement, (i) Debtor is and will be
     solvent, (ii) the fair saleable value of Debtor's assets
     exceeds and will continue to exceed Debtor's liabilities
     (both fixed and contingent), and (iii) Debtor is paying and
     will continue to be able to pay his debts as they mature.
     Solely for purposes of this warranty by the Debtor, and
     without affecting, modifying or otherwise amending any
     provision of any Loan Documents, Debtor's assessment of its
     solvency includes a claim of subrogation or contribution
     against each of the other entities comprising Borrower
     and/or a Guarantor (as defined in the Loan Documents) and/or
     any other obligated party in the event Debtor should pay
     more than its ratable share of the Indebtedness.

          (g)  Chattel Paper, Documents and Instruments. The
     chattel paper, documents and instruments of Debtor pledged
     hereunder have only one original counterpart and no party
     other than Debtor or Secured Party is in actual or
     constructive possession of any such chattel paper, documents
     or instruments.

     4.   Affirmative Covenants.  Debtor will comply with the
covenants contained in this Section 4 at all times during the
period of time this Agreement is effective unless Secured Party
shall otherwise consent in writing.

          (a)  Ownership and Liens.  Debtor will maintain good
     and marketable title to all Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement
     and the security interests and other encumbrances expressly
     permitted by the other Loan Documents.  Other than in the
     ordinary course of business for non-material matters, Debtor
     will not permit any dispute, right of setoff, counterclaim
     or defense to exist with respect to all or any part of the
     Collateral.  Debtor will not cause any financing statement
     or other security instrument with respect to the Collateral
     to be terminated, except as may exist or as may have been
     filed in favor of Secured Party.  Debtor will defend at his
     expense Secured Party's right, title and security interest
     in and to the Collateral against the claims of any third
     party.

          (b)  Further Assurances.  Debtor will from time to time
     at his expense promptly execute and deliver all further
     instruments and documents and take all further action
     necessary or appropriate or that Secured Party may request
     in order (i) to perfect and protect the security interest
     created or purported to be created hereby and the first


                             Page 4

<PAGE>

     priority of such security interest, (ii) to enable Secured
     Party to exercise and enforce its rights and remedies
     hereunder in respect of the Collateral, and (iii) to
     otherwise effect the purposes of this Agreement, including
     without limitation, executing and filing such financing or
     continuation statements, or amendments thereto.

          (c)  Payment of Taxes.  Debtor (i) will timely pay all
     property and other taxes, assessments and governmental
     charges or levies imposed upon the Collateral or any part
     thereof, (ii) will timely pay all lawful claims which, if
     unpaid, might become a lien or charge upon the Collateral or
     any part thereof, and (iii) will maintain appropriate
     accruals and reserves for all such liabilities in a timely
     fashion in accordance with generally accepted accounting
     principles.  Debtor may, however, delay paying or
     discharging any such taxes, assessments, charges, claims or
     liabilities so long as the validity thereof is contested in
     good faith by proper proceedings and provided Debtor has set
     aside adequate reserves therefor.

          (d)  Chattel Paper, Documents and Instruments.  Debtor
     will take such action as may be requested by Secured Party
     in order to cause any chattel paper, documents or
     instruments to be valid and enforceable and will cause all
     chattel paper to have only one original counterpart.  Upon
     request by Secured Party, Debtor will deliver to Secured
     Party all originals of chattel paper, documents or
     instruments and will mark all chattel paper with a legend
     indicating that such chattel paper is subject to the
     security interest granted hereunder.

          (e)  Insurance.  Debtor will insure the Collateral
     against perils of loss and/or liability and name Secured
     Party as an additional insured on all such policies of
     insurance in an amount not less than the amount of the
     original amount of the Indebtedness.  All such insurance
     shall be with such carriers as Secured Party may reasonably
     approve.  Debtor shall provide Secured Party with evidence
     of Debtor's compliance with this provision and with evidence
     of renewal of all such coverages throughout the term that
     any of the Indebtedness remains outstanding and unpaid.
     Upon request of Secured Party, Debtor will provide evidence
     of payment of renewal premiums and/or with updated policies,
     certificates of insurance or other evidence of Debtor's
     compliance with this provision at no cost or expense to
     Secured Party.

     5.   Negative Covenants.  Debtor will comply with the
covenants contained in this Section 5 at all times during the
period of time this Agreement is effective, unless Secured Party
shall otherwise consent in writing.

          (a)  Transfer or Encumbrance.  Other than in the
     ordinary course of business, Debtor will not (i) sell,
     assign (by operation of law or otherwise), transfer,
     exchange, lease or otherwise dispose of any of the
     Collateral, (ii) grant a lien or security interest in or

                             Page 5

<PAGE>

     execute, file or record any financing statement or other
     security instrument with respect to the Collateral to any
     party other than Secured Party, or (iii) deliver actual or
     constructive possession of the Collateral to any party other
     than Secured Party.

          (b)  Impairment of Security Interest.  Debtor will not
     take or fail to take any action which would in any manner
     impair the value or enforceability of Secured Party's
     security interest in any Collateral.

          (c)  Possession of Collateral.  Debtor will on or
     before the date hereof, deliver possession of any part of
     the Collateral to Secured Party where possession by Secured
     Party is required for perfection.

          (d)  Financing Statement Filings.  Debtor recognizes
     that financing statements pertaining to the Collateral will
     be or may be filed where Debtor maintains any Collateral,
     has its records concerning any Collateral or has its
     principal place of business/ residence.  Without limitation
     of any other covenant herein, Debtor will not cause or
     permit any change in the location of Debtor's office to a
     jurisdiction other than as represented in Section 3(e)
     unless Debtor shall have notified Secured Party in writing
     of such change at least thirty (30) days prior to the
     effective date of such change, and shall have first taken
     all action required by Secured Party for the purpose of
     further perfecting or protecting the security interest in
     favor of Secured Party in the Collateral.  In any written
     notice furnished pursuant to this Section 5(d), Debtor will
     expressly state that the notice is required by this
     Agreement and contains facts that may require additional
     filings of financing statements or other notices for the
     purpose of continuing perfection of Secured Party's security
     interest in the Collateral.

     6.   Rights of Secured Party.  Secured Party shall have the
rights contained in this Section 6 at all times during the period
of time this Agreement is effective.

          (a)  Additional Financing Statements Filings.  Debtor
     hereby authorizes Secured Party to file, without the
     signature of Debtor, one or more financing or continuation
     statements, and amendments thereto, relating to the
     Collateral.  Debtor further agrees that a carbon,
     photographic or other reproduction of this Security
     Agreement or any financing statement describing any
     Collateral is sufficient as a financing statement and may be
     filed in any jurisdiction Secured Party may deem
     appropriate.

          (b)  Power of Attorney. Debtor hereby irrevocably
     appoints Secured Party as Debtor's attorney-in-fact, such
     power of attorney being coupled with an interest, with full
     authority in the place and stead of Debtor and in the name
     of Debtor or otherwise from and after an Event of Default,
     and thereafter until such Event of Default has been cured

                             Page 6

<PAGE>


     and any other action, performance or assurance required of
     the Debtor has been performed or delivered from time to time
     and until released by the Secured Party in its sole and
     absolute discretion, to take any action and to execute any
     instrument which Secured Party may deem necessary or
     appropriate to accomplish the purposes of this Agreement,
     including without limitation: (i) to demand, collect, sue
     for, recover, compound, receive and give acquittance and
     receipts for moneys due and to become due under or in
     respect of the Collateral; (ii) to receive, endorse and
     collect any drafts or other instruments, documents and
     chattel paper in connection with clause (i) above; and (iii)
     to file any claims or take any action or institute any
     proceedings which Secured Party may deem necessary or
     appropriate for the collection and/or preservation of the
     Collateral or otherwise to enforce the rights of Secured
     Party with respect to the Collateral.

          (c)  Performance by Secured Party.  If Debtor fails to
     perform any agreement or obligation provided herein, Secured
     Party may itself perform, or cause performance of, such
     agreement or obligation, and the expenses of Secured Party
     incurred in connection therewith shall be a part of the
     Indebtedness, secured by the Collateral and payable by
     Debtor on demand.

     7.   Events of Default.  Each of the following constitutes
an "Event of Default" under this Agreement:

          (a)  Failure to Pay Indebtedness.  The failure, refusal
     or neglect of Borrower, or any Obligated Party to make any
     payment of principal or interest on the Indebtedness, or any
     portion thereof, as the same shall become due and payable
     and following ten (10) days written notice to cure the
     initial failure to pay an installment; or

          (b)  Non-Performance of Covenants.  The failure of
     Debtor or any Obligated Party to timely and properly
     observe, keep or perform any non-monetary covenant,
     agreement, warranty or condition required herein or in any
     of the other Loan Documents following thirty (30) days
     written notice to cure; or

          (c)  Default Under Other Loan Documents.  The
     occurrence of an event of default under any of the other
     Loan Documents; or

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

          (e)  Bankruptcy or Insolvency.  If Park, Dougherty,
     Ravens, Total, Debtor, 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 his or its inability to

                             Page 7

<PAGE>


     pay his or its debts as they become due; (ii) generally is
     not paying his or 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 or any of the Collateral, either in a proceeding
     brought by 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 sixty (60) days any
     attachment, sequestration or similar writ levied upon any
     property of such party; or (vi) fails to pay within thirty
     (30) days any final money judgment against such party.

          (f)  Execution on Collateral.  The Collateral or any
     portion thereof is taken on execution or other process of
     law in any action against Debtor; or

          (g)  Liquidation or Related Events.  The liquidation,
     dissolution, merger or consolidation of any one or more of
     Borrower or any Obligated Party not otherwise permitted in
     advance or approved by Secured Party in writing upon written
     request therefor by Debtor..

     8.   Remedies and Related Rights.  If an Event of Default
shall have occurred and for so long as same continues without
cure and any other performance required of the Debtor, and
without limiting any other rights and remedies provided herein,
under any of the other Loan Documents or otherwise available to
Secured Party, Secured Party may exercise one or more of the
rights and remedies provided in this Section.

          (a)  Remedies.  Secured Party may from time to time at
     its discretion, without limitation and without notice except
     as expressly provided in any of the Loan Documents:

               (i)  exercise in respect of the Collateral all the
          rights and remedies of a secured party under the Code
          (whether or not the Code applies to the affected
          Collateral);

               (ii)      require Debtor to, and Debtor hereby
          agrees that it will at its expense and upon request of
          Secured Party, assemble the Collateral as directed by

                              Page8

<PAGE>


          Secured Party and make it available to Secured Party at
          a place to be designated by Secured Party which is
          reasonably convenient to both parties;

               (iii)     reduce its claim to judgment or
          foreclose or otherwise enforce, in whole or in part,
          the security interest granted hereunder by any
          available judicial procedure;

               (iv) sell or otherwise dispose of, at its office,
          on the premises of Debtor or elsewhere, the Collateral,
          as a unit or in parcels, by public or private
          proceedings, and by way of one or more contracts (it
          being agreed that the sale or other disposition of any
          part of the Collateral shall not exhaust Secured
          Party's power of sale, but sales or other dispositions
          may be made from time to time until all of the
          Collateral has been sold or disposed of or until the
          Indebtedness has been paid and performed in full), and
          at any such sale or other disposition it shall not be
          necessary to exhibit any of the Collateral;

               (v)  buy the Collateral, or any portion thereof,
          at any public sale;

               (vi) buy the Collateral, or any portion thereof,
          at any private sale if the Collateral is of a type
          customarily sold in a recognized market or is of a type
          which is the subject of widely distributed standard
          price quotations;

               (vii)     apply for the appointment of a receiver
          for the Collateral, and Debtor hereby consents to any
          such appointment; and

               (viii)    at its option, withdraw all amounts on
          deposit in respect of the Collateral and apply the same
          to the payment of the Indebtedness; and

               (ix) Debtor agrees that in the event Debtor is
          entitled to receive any notice under the Uniform
          Commercial Code, as it exists in the state governing
          any such notice, of the sale or other disposition of
          any Collateral, reasonable notice shall be deemed given
          when such notice is deposited in a depository
          receptacle under the care and custody of the United
          States Postal Service, postage prepaid, at Debtor's
          address set forth on the signature page hereof, ten
          (10) days prior to the date of any public sale, or
          after which a private sale, of any of such Collateral
          is to be held. Secured Party shall not be obligated to
          make any sale of Collateral regardless of notice of
          sale having been given.  Secured Party may adjourn any
          public or private sale from time to time by
          announcement at the time and place fixed therefor, and
          such sale may, without further notice, be made at the
          time and place to which it was so adjourned.

                             Page 9


<PAGE>

          (b)  Application of Proceeds.  If any Event of Default
     shall have occurred, Secured Party may at its discretion
     apply or use any cash held by Secured Party as Collateral,
     and any cash proceeds received by Secured Party in respect
     of any sale or other disposition of, collection from, or
     other realization upon, all or any part of the Collateral as
     follows in such order and manner as Secured Party may elect:

               (i)  to the repayment or reimbursement of the
          reasonable costs and expenses (including, without
          limitation, reasonable attorneys' fees and expenses)
          incurred by Secured Party in connection with (A) the
          administration of the Loan Documents, (B) the custody,
          preservation, use or operation of, or the sale of,
          collection from, or other realization upon, the
          Collateral, and (C) the exercise or enforcement of any
          of the rights and remedies of Secured Party hereunder;

               (ii) to the payment or other satisfaction of any
          liens and other encumbrances upon the Collateral;

               (iii)     to the satisfaction of the Indebtedness;

               (iv) by holding such cash and proceeds as
          Collateral;

               (v)  to the payment of any other amounts required
          by applicable law (including without limitation,
          Section 9.504(a)(3) of the Code or any other applicable
          statutory provision); and

               (vi) by delivery to Debtor or any other party
          lawfully entitled to receive such cash or proceeds
          whether by direction of a court of competent
          jurisdiction or otherwise.

          (c)  Deficiency.  In the event that the proceeds of any
     sale of, collection from, or other realization upon, all or
     any part of the Collateral by Secured Party are insufficient
     to pay all amounts to which Secured Party is legally
     entitled, Debtor and any party who guaranteed or is
     otherwise obligated to pay all or any portion of the
     Indebtedness shall be liable for the deficiency, together
     with interest thereon as provided in the Loan Documents.

          (d)  Non-Judicial Remedies.  In granting to Secured
     Party the power to enforce its rights hereunder without
     prior judicial process or judicial hearing, Debtor expressly
     waives, renounces and knowingly relinquishes any legal right
     which might otherwise require Secured Party to enforce its
     rights by judicial process.  Debtor recognizes and concedes
     that non-judicial remedies are consistent with the usage of
     trade, are responsive to commercial necessity and are the
     result of a bargain at arm's length.  Nothing herein

                             Page 10

<PAGE>


     is intended to prevent Secured Party or Debtor from
     resorting to judicial process at either party's option.

          (e)  Other Recourse.  Debtor waives any right to
     require Secured Party to proceed against any third party,
     exhaust any Collateral or other security for the
     Indebtedness, or to have any third party joined with Debtor
     in any suit arising out of the Indebtedness or any of the
     Loan Documents, or pursue any other remedy available to
     Secured Party.  Debtor further waives any and all notice of
     acceptance of this Agreement and of the creation,
     modification, rearrangement, renewal or extension of the
     Indebtedness.  Debtor further waives any defense arising by
     reason of any disability or other defense of any third party
     or by reason of the cessation from any cause whatsoever of
     the liability of any third party.  Until all of the
     Indebtedness shall have been paid in full, Debtor shall have
     no right of subrogation and Debtor waives the right to
     enforce any remedy which Secured Party has or may hereafter
     have against any third party, and waives any benefit of and
     any right to participate in any other security whatsoever
     now or hereafter held by Secured Party.  Debtor authorizes
     Secured Party, and without notice or demand and without any
     reservation of rights against Debtor and without affecting
     Debtor's liability hereunder or on the Indebtedness to (i)
     take or hold any other property of any type from any third
     party as security for the Indebtedness, and exchange,
     enforce, waive and release any or all of such other
     property, (ii) apply such other property and direct the
     order or manner of sale thereof as Secured Party may in its
     discretion determine, (iii) renew, extend, accelerate,
     modify, compromise, settle or release any of the
     Indebtedness or other security for the Indebtedness, (iv)
     waive, enforce or modify any of the provisions of any of the
     Loan Documents executed by any third party, and (v) release
     or substitute any third party.

     9.   Indemnity.  Debtor hereby indemnifies and agrees to
hold harmless Secured Party, and its officers, directors,
employees, agents and representatives (each an "Indemnified
Person") from and against any and all liabilities, obligations,
claims, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature
(collectively, the "Claims") which may be imposed on, incurred
by, or asserted against, any Indemnified Person arising in
connection with the Loan Documents, the Indebtedness, or the
Collateral (including without limitation, the enforcement of the
Loan Documents and the defense of any Indemnified Person's
actions and/or inactions in connection with the Loan Documents).
WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH
INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR
IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH
AND/OR ANY OTHER INDEMNIFIED PERSON, except to the limited extent
the Claims against an Indemnified Person are proximately caused
by such Indemnified Person's gross negligence or willful
misconduct.  If Debtor or any third party ever alleges such gross
negligence or willful misconduct by any Indemnified Person, the
indemnification provided for in this Section shall

                             Page 11

<PAGE>

nonetheless be paid upon demand, subject to later adjustment or
reimbursement, until such time as a court of competent
jurisdiction enters a final judgment as to the extent and effect
of the alleged gross negligence or willful misconduct.  The
indemnification provided for in this Section shall survive the
termination of this Agreement and shall extend and continue to
benefit each individual or entity who is or has at any time been
an Indemnified Person hereunder.

     10.  Miscellaneous.

          (a)  Entire Agreement.  This Agreement contains the
     entire agreement of Secured Party and Debtor with respect to
     the Collateral.  If the parties hereto are parties to any
     prior agreement, either written or oral, relating to the
     Collateral, the terms of this Agreement shall amend and
     supersede the terms of such prior agreements as to
     transactions on or after the effective date of this
     Agreement, but all security agreements, financing
     statements, guaranties, other contracts and notices for the
     benefit of Secured Party shall continue in full force and
     effect to secure the Indebtedness unless Secured Party
     specifically releases its rights thereunder by separate
     release.

          (b)  Amendment.  No modification, consent or amendment
     of any provision of this Agreement or any of the other Loan
     Documents shall be valid or effective unless the same is in
     writing and signed by the party against whom it is sought to
     be enforced.

          (c)  Actions by Secured Party.  The lien, security
     interest and other security rights of Secured Party
     hereunder shall not be impaired by (i) any renewal,
     extension, increase or modification with respect to the
     Indebtedness, (ii) any surrender, compromise, release,
     renewal, extension, exchange or substitution which Secured
     Party may grant with respect to the Collateral, (iii) any
     release or indulgence granted to any co-maker, endorser,
     guarantor or surety of the Indebtedness, or (iv) the
     assumption of the obligations of Borrower in respect of the
     Indebtedness by any other person or entity affiliated with
     the Borrower or any of Borrower's subsidiaries and their
     respective successors or assigns.  The taking of additional
     security by Secured Party shall not release or impair the
     lien, security interest or other security rights of Secured
     Party hereunder or affect the obligations of Debtor
     hereunder.

          (d)  Waiver by Secured Party.  Secured Party may waive
     any Event of Default without waiving any other prior or
     subsequent Event of Default.  Secured Party may remedy any
     default without waiving the Event of Default remedied.
     Neither the failure by Secured Party to exercise, nor the
     delay by Secured Party in exercising, any right or remedy
     upon any Event of Default shall be construed as a waiver of
     such Event of Default or as a waiver of the right to
     exercise any such right or remedy at a later date.  No
     single or partial exercise by Secured Party of any right or
     remedy hereunder shall exhaust the same or shall preclude
     any other or further exercise thereof, and every such right
     or

                             Page 12

<PAGE>


     remedy hereunder may be exercised at any time.  No waiver of
     any provision hereof or consent to any departure by Debtor
     therefrom shall be effective unless the same shall be in
     writing and signed by Secured Party and then such waiver or
     consent shall be effective only in the specific instances,
     for the purpose for which given and to the extent therein
     specified.  No notice to or demand on Debtor in any case
     shall of itself entitle Debtor to any other or further
     notice or demand in similar or other circumstances.

          (e)  Costs and Expenses.  Debtor will upon demand pay
     to Secured Party the amount of any and all costs and
     expenses (including without limitation, attorneys' fees and
     expenses), which Secured Party may incur in connection with
     (i) the transactions which give rise to the Loan Documents,
     (ii) the preparation of this Agreement and the perfection
     and preservation of the security interests granted under the
     Loan Documents, (iii) the custody, preservation, use or
     operation of, or the sale of, collection from, or other
     realization upon, the Collateral, (iv) the exercise or
     enforcement of any of the rights of Secured Party under the
     Loan Documents, or (v) the failure by Debtor to perform or
     observe any of the provisions hereof.

          (f)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED
     BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     TEXAS AND APPLICABLE FEDERAL LAWS.

          (g)  Venue.  This Agreement has been entered into in
     Dallas County, Texas and it shall be performable for all
     purposes in such county.  Courts within the State of Texas
     shall have jurisdiction over any and all disputes arising
     under or pertaining to this Agreement and venue for any such
     disputes shall be in Dallas County, Texas.

          (h)  Severability.  If any provision of this Agreement
     is held by a court of competent jurisdiction to be illegal,
     invalid or unenforceable under present or future laws, such
     provision shall be fully severable, shall not impair or
     invalidate the remainder of this Agreement and the effect
     thereof shall be confined to the provision held to be
     illegal, invalid or unenforceable.

          (i)  No Obligation.  Nothing contained herein shall be
     construed as an obligation on the part of Secured Party to
     extend or continue to extend credit to Borrower.

          (j)  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, return receipt requested, sent to
     the intended addressee at the address set forth on the
     signature page hereof or to such different address as the
     addressee shall have designated by written notice sent
     pursuant to

                             Page 13

<PAGE>


     the terms hereof and shall be deemed to have been received
     either, in the case of personal delivery, at the time of
     personal delivery, in the case of expedited delivery
     service, as 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 his or 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.
          (k)  Binding Effect and Assignment.  This Agreement (i)
     creates a continuing security interest in the Collateral,
     (ii) shall be binding on Debtor and the heirs, executors,
     administrators and personal representatives of Debtor, and
     (iii) shall inure to the benefit of Secured Party and its
     successors and assigns.  Without limiting the generality of
     the foregoing, Secured Party may pledge, assign or otherwise
     transfer the Indebtedness and its rights under this
     Agreement and any of the other loan Documents to nay other
     party.  Debtor's rights and obligations hereunder may not be
     assigned or otherwise transferred without the prior  written
     consent of Secured Party.

          (l)  Termination.  Upon the satisfaction in full of the
     Indebtedness, or written release or termination delivered by
     Secured Party to Debtor, this Agreement and the security
     interests created hereby shall terminate.  Upon termination
     of this Agreement and Debtor's written request, Secured
     Party will, at Debtor's sole cost and expense, return to
     Debtor such of the Collateral as shall not have been sold or
     otherwise disposed of or applied pursuant to the terms
     hereof and execute and deliver to Debtor such documents as
     Debtor shall reasonably request to evidence such
     termination.

          (m)  Cumulative Rights.  All rights and remedies of
     Secured Party hereunder are cumulative of each other and of
     every other right or remedy which Secured Party may
     otherwise have at law or in equity or under any of the other
     Loan Documents, and the exercise of one or more of such
     rights or remedies shall not prejudice or impair the
     concurrent or subsequent exercise of any other rights or
     remedies.

          (n)  Gender and Number. Within this Agreement, words of
     any gender shall be held and construed to include the other
     gender, and words in the singular number shall be held and
     construed to include the plural and words in the plural
     number shall be held and construed to include the singular,
     unless in each instance the context requires otherwise.

          (o)  Descriptive Headings.  The headings in this
     Agreement are for convenience only and shall in no way
     enlarge, limit or define the scope or meaning of the various
     and several provisions hereof.

     EXECUTED as of the date first written above.


                             Page 14


<PAGE>

     Debtor's Address:                  DEBTOR:
     ----------------------
     10711 Preston Road, Suite 250
     Dallas, Texas 75230           PARK INFUSION SERVICES, LP,
                                   a Texas limited partnership

                                   By: Park Operating GP, LLC,
                                     a Texas limited liability
                                     company

                                   By:/s/ Thomas R. Baker
                                     ---------------------------
                                    Thomas R. Baker, President

     Secured Party's Address:           BANK:
----------------------------------------
     Bank of Texas, N.A.
     5956 Sherry Lane, Suite 1100            BANK OF TEXAS, N.A.
     Dallas, Texas 75225
     Attention: David J. Broussard, Jr.
               Senior Vice President    By: /s/ Frank A. Sewell, IV
                                           -------------------------
                                          Frank A. Sewell, IV
                                          Banking Officer


                             Page 15

<PAGE>


                  PLEDGE AND SECURITY AGREEMENT
                 ------------------------------
     DOUGHERTY'S PHARMACY, INC.
                    (AUGUST, 2000 FACILITY)


     THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is
made as of the10th day of August, 2000, by Dougherty's Pharmacy,
Inc. (hereinafter called "Debtor"), in favor of BANK OF TEXAS,
N.A. ("Bank"). Debtor hereby agrees with Bank as follows:

     1.   Definitions.   As used in this Agreement, the following
terms shall have the meanings indicated below:

          (a)  The term "Borrower" shall mean Debtor, Park
     Pharmacy Corporation ("Park"), a Colorado corporation, RX-
     Pro.Com, Inc. ("RX"), a Texas corporation, Ravens Pharmacy,
     Inc. ("Ravens"), a Texas corporation, Total Pharmacy Supply,
     Inc. ("Total"), a Texas corporation, Park Infusion Services,
     LP ("PIS"), a Texas limited partnership, who are jointly and
     severally indebted to Bank..

          (b)  The term "Code" shall mean the Uniform Commercial
     Code as in effect in the State of Texas on the date of this
     Agreement or as it may hereafter be amended from time to
     time.

          (c)  The term "Collateral" shall mean all machinery,
     furniture, fixtures and equipment, and also all accounts
     receivable, inventory, accounts, instruments, documents,
     chattel paper, commercial tort claims, deposit accounts,
     letters of credit rights or letters of credit or rights to
     payment for money or sums advanced or sold, securities,
     certificates, general intangibles, payment intangibles, and
     any other tangible personal property or intangible personal
     property of every kind and character now located at Debtor's
     places of business or otherwise in Debtor's possession or
     control, or in the case of certain items of the Collateral
     requiring Bank to have possession to be perfected any of
     those items in the possession of, or at any time and from
     time to time hereafter delivered to, Secured Party (as
     hereinafter defined) or its agents, together with all
     certificates, options, rights or other distributions issued
     as an addition to, in substitution of, or in exchange for,
     or on account of, any of the foregoing, including without
     limitation, any property specifically described on Schedule
     "A" attached hereto and made a part hereof.

          (d)  The term "Indebtedness" shall mean all
     indebtedness of Borrower now or hereafter owing to Secured
     Party pursuant to that certain Loan Agreement dated of even
     date herewith, executed by Borrower  and Secured Party (the
     "Loan Agreement") and evidenced by a Revolving Line of
     Credit Note, a Term Equipment Note, and an Acquisition Line
     of Credit Note, all dated of even date herewith, executed by
     Borrower to

                             Page 1


<PAGE>


     and for the benefit of Secured Party, in the original
     principal amounts of $1,500,000.00 and $1,300,000.00 and
     $5,000,000.00, respectively, together with any other
     obligation or indebtedness due from Debtor to Secured Party
     in accordance with the terms of the Loan Documents,
     including without limitation any additional note to be
     executed by Borrower and payable to the order of Secured
     Party in accordance with the provisions of the Loan
     Agreement in respect of the Acquisition Line of Credit Note
     (collectively referred to herein as the "Note" or the
     "Notes"as the context requires), (ii) all accrued but unpaid
     interest on any of the indebtedness described in (i) above,
     (iii) all obligations owing to Secured Party under any
     documents evidencing, securing, governing and/or pertaining
     to all or any part of the indebtedness described in (i) and
     (ii) above, (iv) all costs and expenses incurred by Secured
     Party in connection with the collection and administration
     of all or any part of the indebtedness and obligations
     described in (i), (ii) and (iii) above or the protection or
     preservation of, or realization upon, the collateral
     securing all or any part of such indebtedness and
     obligations, including without limitation all reasonable
     attorneys' fees, and (v) all renewals, extensions,
     modifications and rearrangements of the indebtedness and
     obligations described in (i), (ii), (iii) and (iv) above.

          (e)  The term "Loan Documents" shall mean all
     instruments and documents evidencing, securing, governing,
     guaranteeing and/or pertaining to the Indebtedness.

          (f)  The term "Obligated Party" shall mean any party
     other than Borrower who secures, guarantees and/or is
     otherwise obligated to pay all or any portion of the
     Indebtedness.

          (g)  The term "Secured Party" shall mean Bank, its
     successors and assigns, including without limitation, any
     party to whom Bank, or its successors or assigns, may assign
     its rights and interests under this Agreement.

          (h)  Other capitalized terms not defined herein shall
     have the meaning ascribed to them in the Loan Agreement of
     even date herewith.

     All words and phrases used herein which are expressly
defined in Section 1.201 of Chapter 9 of the Code shall have the
meaning provided for therein.  Other words and phrases defined
elsewhere in the Code shall have the meaning specified therein
except to the extent such meaning is inconsistent with a
definition in Section 1.201 or Chapter 9 of the Code.

     2.   Security Interest.  As security for the Indebtedness,
Debtor, for value received, hereby grants to Secured Party a
continuing security interest in the Collateral.

     3.   Representations and Warranties.  Debtor hereby
represents and warrants the following to Secured Party:

                             Page 2

<PAGE>


          (a)  Enforceability.  This Agreement and Guaranty
     constitute legal, valid and binding obligations of Debtor,
     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.
          (b)  Ownership and Liens.  Debtor has good and
     marketable title to the Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement.
     Other than in the ordinary course of business for a non-
     material matter, no dispute, right of setoff, counterclaim
     or defense exists with respect to all or any part of the
     Collateral.  Debtor has not executed any other security
     agreement currently affecting the Collateral and no
     effective financing statement or other instrument similar in
     effect covering all or any part of the Collateral is on file
     in any recording office except as may have been executed or
     filed in favor of Secured Party.

          (c)  No Conflicts or Consents.  Neither the ownership,
     the intended use of the Collateral by Debtor, the grant of
     the security interest by Debtor to Secured Party herein nor
     the exercise by Secured Party of its rights or remedies
     hereunder, will (i) conflict with any provision of (A) any
     domestic or foreign law, statute, rule or regulation, or (B)
     any agreement, judgment, license, order or permit applicable
     to or binding upon Debtor, or (ii) result in or require the
     creation of any lien, charge or encumbrance upon any assets
     or properties of Debtor or of any person except as may be
     expressly contemplated in the Loan Documents.  Except as
     expressly contemplated in the Loan Documents, no consent,
     approval, authorization or order of, and no notice to or
     filing with, any court, governmental authority or third
     party is required in connection with the grant by Debtor of
     the security interest herein or the exercise by Secured
     Party of its rights and remedies hereunder.

          (d)  Security Interest.  Debtor has and will have at
     all times full right, power and authority to grant a
     security interest in the Collateral to Secured Party in the
     manner provided herein, free and clear of any lien, security
     interest or other charge or encumbrance.  This Agreement
     creates a legal, valid and binding security interest in
     favor of Secured Party in the Collateral securing the
     Indebtedness.  Possession by Secured Party of all
     certificates, instruments and cash constituting Collateral
     from time to time and/or the filing of the financing
     statements delivered prior hereto and/or concurrently
     herewith by Debtor to Secured Party will perfect and
     establish the first priority of Secured Party's security
     interest hereunder in the Collateral.

                             Page 3

<PAGE>



          (e)  Location.  Debtor's chief executive office and the
     office where the records concerning the Collateral are kept
     is located at the address set forth on the signature page
     hereof.

          (f)  Solvency of Debtor.  As of the date hereof, and
     after giving effect to this Agreement and the completion of
     all other transactions contemplated by Debtor at the time of
     the execution of this Agreement, (i) Debtor is and will be
     solvent, (ii) the fair saleable value of Debtor's assets
     exceeds and will continue to exceed Debtor's liabilities
     (both fixed and contingent), and (iii) Debtor is paying and
     will continue to be able to pay his debts as they mature.
     Solely for purposes of this warranty by the Debtor, and
     without affecting, modifying or otherwise amending any
     provision of any Loan Documents, Debtor's assessment of its
     solvency includes a claim of subrogation or contribution
     against each of the other entities comprising Borrower
     and/or a Guarantor (as defined in the Loan Documents) and/or
     any other obligated party in the event Debtor should pay
     more than its ratable share of the Indebtedness.

          (g)  Chattel Paper, Documents and Instruments. The
     chattel paper, documents and instruments of Debtor pledged
     hereunder have only one original counterpart and no party
     other than Debtor or Secured Party is in actual or
     constructive possession of any such chattel paper, documents
     or instruments.

     4.   Affirmative Covenants.  Debtor will comply with the
covenants contained in this Section 4 at all times during the
period of time this Agreement is effective unless Secured Party
shall otherwise consent in writing.

          (a)  Ownership and Liens.  Debtor will maintain good
     and marketable title to all Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement
     and the security interests and other encumbrances expressly
     permitted by the other Loan Documents.  Other than in the
     ordinary course of business for non-material matters, Debtor
     will not permit any dispute, right of setoff, counterclaim
     or defense to exist with respect to all or any part of the
     Collateral.  Debtor will not cause any financing statement
     or other security instrument with respect to the Collateral
     to be terminated, except as may exist or as may have been
     filed in favor of Secured Party.  Debtor will defend at his
     expense Secured Party's right, title and security interest
     in and to the Collateral against the claims of any third
     party.

          (b)  Further Assurances.  Debtor will from time to time
     at his expense promptly execute and deliver all further
     instruments and documents and take all further action
     necessary or appropriate or that Secured Party may request
     in order (i) to perfect and protect the security interest
     created or purported to be created hereby and the first

                             Page 4


<PAGE>

     priority of such security interest, (ii) to enable Secured
     Party to exercise and enforce its rights and remedies
     hereunder in respect of the Collateral, and (iii) to
     otherwise effect the purposes of this Agreement, including
     without limitation, executing and filing such financing or
     continuation statements, or amendments thereto.

          (c)  Payment of Taxes.  Debtor (i) will timely pay all
     property and other taxes, assessments and governmental
     charges or levies imposed upon the Collateral or any part
     thereof, (ii) will timely pay all lawful claims which, if
     unpaid, might become a lien or charge upon the Collateral or
     any part thereof, and (iii) will maintain appropriate
     accruals and reserves for all such liabilities in a timely
     fashion in accordance with generally accepted accounting
     principles.  Debtor may, however, delay paying or
     discharging any such taxes, assessments, charges, claims or
     liabilities so long as the validity thereof is contested in
     good faith by proper proceedings and provided Debtor has set
     aside adequate reserves therefor.

          (d)  Chattel Paper, Documents and Instruments.  Debtor
     will take such action as may be requested by Secured Party
     in order to cause any chattel paper, documents or
     instruments to be valid and enforceable and will cause all
     chattel paper to have only one original counterpart.  Upon
     request by Secured Party, Debtor will deliver to Secured
     Party all originals of chattel paper, documents or
     instruments and will mark all chattel paper with a legend
     indicating that such chattel paper is subject to the
     security interest granted hereunder.

          (e)  Insurance.  Debtor will insure the Collateral
     against perils of loss and/or liability and name Secured
     Party as an additional insured on all such policies of
     insurance in an amount not less than the amount of the
     original amount of the Indebtedness.  All such insurance
     shall be with such carriers as Secured Party may reasonably
     approve.  Debtor shall provide Secured Party with evidence
     of Debtor's compliance with this provision and with evidence
     of renewal of all such coverages throughout the term that
     any of the Indebtedness remains outstanding and unpaid.
     Upon request of Secured Party, Debtor will provide evidence
     of payment of renewal premiums and/or with updated policies,
     certificates of insurance or other evidence of Debtor's
     compliance with this provision at no cost or expense to
     Secured Party.

     5.   Negative Covenants.  Debtor will comply with the
covenants contained in this Section 5 at all times during the
period of time this Agreement is effective, unless Secured Party
shall otherwise consent in writing.

          (a)  Transfer or Encumbrance.  Other than in the
     ordinary course of business, Debtor will not (i) sell,
     assign (by operation of law or otherwise), transfer,
     exchange, lease or otherwise dispose of any of the
     Collateral, (ii) grant a lien or security interest in

                             Page 5


<PAGE>

     or execute, file or record any financing statement or other
     security instrument with respect to the Collateral to any
     party other than Secured Party, or (iii) deliver actual or
     constructive possession of the Collateral to any party other
     than Secured Party.

          (b)  Impairment of Security Interest.  Debtor will not
     take or fail to take any action which would in any manner
     impair the value or enforceability of Secured Party's
     security interest in any Collateral.

          (c)  Possession of Collateral.  Debtor will on or
     before the date hereof, deliver possession of any part of
     the Collateral to Secured Party where possession by Secured
     Party is required for perfection.

          (d)  Financing Statement Filings.  Debtor recognizes
     that financing statements pertaining to the Collateral will
     be or may be filed where Debtor maintains any Collateral,
     has its records concerning any Collateral or has its
     principal place of business/ residence.  Without limitation
     of any other covenant herein, Debtor will not cause or
     permit any change in the location of Debtor's office to a
     jurisdiction other than as represented in Section 3(e)
     unless Debtor shall have notified Secured Party in writing
     of such change at least thirty (30) days prior to the
     effective date of such change, and shall have first taken
     all action required by Secured Party for the purpose of
     further perfecting or protecting the security interest in
     favor of Secured Party in the Collateral.  In any written
     notice furnished pursuant to this Section 5(d), Debtor will
     expressly state that the notice is required by this
     Agreement and contains facts that may require additional
     filings of financing statements or other notices for the
     purpose of continuing perfection of Secured Party's security
     interest in the Collateral.

     6.   Rights of Secured Party.  Secured Party shall have the
rights contained in this Section 6 at all times during the period
of time this Agreement is effective.

          (a)  Additional Financing Statements Filings.  Debtor
     hereby authorizes Secured Party to file, without the
     signature of Debtor, one or more financing or continuation
     statements, and amendments thereto, relating to the
     Collateral.  Debtor further agrees that a carbon,
     photographic or other reproduction of this Security
     Agreement or any financing statement describing any
     Collateral is sufficient as a financing statement and may be
     filed in any jurisdiction Secured Party may deem
     appropriate.

          (b)  Power of Attorney. Debtor hereby irrevocably
     appoints Secured Party as Debtor's attorney-in-fact, such
     power of attorney being coupled with an interest, with full
     authority in the place and stead of Debtor and in the name
     of Debtor or otherwise from and after an Event of Default,
     and thereafter until such Event of Default has been cured

                             Page 6

<PAGE>


     and any other action, performance or assurance required of
     the Debtor has been performed or delivered from time to time
     and until released by the Secured Party in its sole and
     absolute discretion, to take any action and to execute any
     instrument which Secured Party may deem necessary or
     appropriate to accomplish the purposes of this Agreement,
     including without limitation: (i) to demand, collect, sue
     for, recover, compound, receive and give acquittance and
     receipts for moneys due and to become due under or in
     respect of the Collateral; (ii) to receive, endorse and
     collect any drafts or other instruments, documents and
     chattel paper in connection with clause (i) above; and (iii)
     to file any claims or take any action or institute any
     proceedings which Secured Party may deem necessary or
     appropriate for the collection and/or preservation of the
     Collateral or otherwise to enforce the rights of Secured
     Party with respect to the Collateral.

          (c)  Performance by Secured Party.  If Debtor fails to
     perform any agreement or obligation provided herein, Secured
     Party may itself perform, or cause performance of, such
     agreement or obligation, and the expenses of Secured Party
     incurred in connection therewith shall be a part of the
     Indebtedness, secured by the Collateral and payable by
     Debtor on demand.

     7.   Events of Default.  Each of the following constitutes
an "Event of Default" under this Agreement:

          (a)  Failure to Pay Indebtedness.  The failure, refusal
     or neglect of Borrower, or any Obligated Party to make any
     payment of principal or interest on the Indebtedness, or any
     portion thereof, as the same shall become due and payable
     and following ten (10) days written notice to cure the
     initial failure to pay an installment; or

          (b)  Non-Performance of Covenants.  The failure of
     Debtor or any Obligated Party to timely and properly
     observe, keep or perform any non-monetary covenant,
     agreement, warranty or condition required herein or in any
     of the other Loan Documents following thirty (30) days
     written notice to cure; or

          (c)  Default Under Other Loan Documents.  The
     occurrence of an event of default under any of the other
     Loan Documents; or

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

          (e)  Bankruptcy or Insolvency.  If Park, RX, Ravens,
     Total, PIS, Debtor, 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 his or its inability to

                             Page 7

<PAGE>


     pay his or its debts as they become due; (ii) generally is
     not paying his or 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 or any of the Collateral, either in a proceeding
     brought by 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 sixty (60) days any
     attachment, sequestration or similar writ levied upon any
     property of such party; or (vi) fails to pay within thirty
     (30) days any final money judgment against such party.

          (f)  Execution on Collateral.  The Collateral or any
     portion thereof is taken on execution or other process of
     law in any action against Debtor; or

          (g)  Liquidation or Related Events.  The liquidation,
     dissolution, merger or consolidation of any one or more of
     Borrower or any Obligated Party not otherwise permitted in
     advance or approved by Secured Party in writing upon written
     request therefor by Debtor..

     8.   Remedies and Related Rights.  If an Event of Default
shall have occurred and for so long as same continues without
cure and any other performance required of the Debtor, and
without limiting any other rights and remedies provided herein,
under any of the other Loan Documents or otherwise available to
Secured Party, Secured Party may exercise one or more of the
rights and remedies provided in this Section.

          (a)  Remedies.  Secured Party may from time to time at
     its discretion, without limitation and without notice except
     as expressly provided in any of the Loan Documents:

               (i)  exercise in respect of the Collateral all the
          rights and remedies of a secured party under the Code
          (whether or not the Code applies to the affected
          Collateral);

               (ii)      require Debtor to, and Debtor hereby
          agrees that it will at its expense and upon request of
          Secured Party, assemble the Collateral as directed by

                             Page 8

<PAGE>


          Secured Party and make it available to Secured Party at
          a place to be designated by Secured Party which is
          reasonably convenient to both parties;

               (iii)     reduce its claim to judgment or
          foreclose or otherwise enforce, in whole or in part,
          the security interest granted hereunder by any
          available judicial procedure;

               (iv) sell or otherwise dispose of, at its office,
          on the premises of Debtor or elsewhere, the Collateral,
          as a unit or in parcels, by public or private
          proceedings, and by way of one or more contracts (it
          being agreed that the sale or other disposition of any
          part of the Collateral shall not exhaust Secured
          Party's power of sale, but sales or other dispositions
          may be made from time to time until all of the
          Collateral has been sold or disposed of or until the
          Indebtedness has been paid and performed in full), and
          at any such sale or other disposition it shall not be
          necessary to exhibit any of the Collateral;

               (v)  buy the Collateral, or any portion thereof,
          at any public sale;

               (vi) buy the Collateral, or any portion thereof,
          at any private sale if the Collateral is of a type
          customarily sold in a recognized market or is of a type
          which is the subject of widely distributed standard
          price quotations;

               (vii)     apply for the appointment of a receiver
          for the Collateral, and Debtor hereby consents to any
          such appointment; and

               (viii)    at its option, withdraw all amounts on
          deposit in respect of the Collateral and apply the same
          to the payment of the Indebtedness; and

               (ix) Debtor agrees that in the event Debtor is
          entitled to receive any notice under the Uniform
          Commercial Code, as it exists in the state governing
          any such notice, of the sale or other disposition of
          any Collateral, reasonable notice shall be deemed given
          when such notice is deposited in a depository
          receptacle under the care and custody of the United
          States Postal Service, postage prepaid, at Debtor's
          address set forth on the signature page hereof, ten
          (10) days prior to the date of any public sale, or
          after which a private sale, of any of such Collateral
          is to be held. Secured Party shall not be obligated to
          make any sale of Collateral regardless of notice of
          sale having been given.  Secured Party may adjourn any
          public or private sale from time to time by
          announcement at the time and place fixed therefor, and
          such sale may, without further notice, be made at the
          time and place to which it was so adjourned.

                             Page 9


<PAGE>


          (b)  Application of Proceeds.  If any Event of Default
     shall have occurred, Secured Party may at its discretion
     apply or use any cash held by Secured Party as Collateral,
     and any cash proceeds received by Secured Party in respect
     of any sale or other disposition of, collection from, or
     other realization upon, all or any part of the Collateral as
     follows in such order and manner as Secured Party may elect:

               (i)  to the repayment or reimbursement of the
          reasonable costs and expenses (including, without
          limitation, reasonable attorneys' fees and expenses)
          incurred by Secured Party in connection with (A) the
          administration of the Loan Documents, (B) the custody,
          preservation, use or operation of, or the sale of,
          collection from, or other realization upon, the
          Collateral, and (C) the exercise or enforcement of any
          of the rights and remedies of Secured Party hereunder;

               (ii) to the payment or other satisfaction of any
          liens and other encumbrances upon the Collateral;

               (iii)     to the satisfaction of the Indebtedness;

               (iv) by holding such cash and proceeds as
          Collateral;

               (v)  to the payment of any other amounts required
          by applicable law (including without limitation,
          Section 9.504(a)(3) of the Code or any other applicable
          statutory provision); and

               (vi) by delivery to Debtor or any other party
          lawfully entitled to receive such cash or proceeds
          whether by direction of a court of competent
          jurisdiction or otherwise.

          (c)  Deficiency.  In the event that the proceeds of any
     sale of, collection from, or other realization upon, all or
     any part of the Collateral by Secured Party are insufficient
     to pay all amounts to which Secured Party is legally
     entitled, Debtor and any party who guaranteed or is
     otherwise obligated to pay all or any portion of the
     Indebtedness shall be liable for the deficiency, together
     with interest thereon as provided in the Loan Documents.

          (d)  Non-Judicial Remedies.  In granting to Secured
     Party the power to enforce its rights hereunder without
     prior judicial process or judicial hearing, Debtor expressly
     waives, renounces and knowingly relinquishes any legal right
     which might otherwise require Secured Party to enforce its
     rights by judicial process.  Debtor recognizes and concedes
     that non-judicial remedies are consistent with the usage of
     trade, are responsive to commercial necessity and are the
     result of a bargain at arm's length.  Nothing herein is

                             Page 10

<PAGE>

     intended to prevent Secured Party or Debtor from resorting
     to judicial process at either party's option.

          (e)  Other Recourse.  Debtor waives any right to
     require Secured Party to proceed against any third party,
     exhaust any Collateral or other security for the
     Indebtedness, or to have any third party joined with Debtor
     in any suit arising out of the Indebtedness or any of the
     Loan Documents, or pursue any other remedy available to
     Secured Party.  Debtor further waives any and all notice of
     acceptance of this Agreement and of the creation,
     modification, rearrangement, renewal or extension of the
     Indebtedness.  Debtor further waives any defense arising by
     reason of any disability or other defense of any third party
     or by reason of the cessation from any cause whatsoever of
     the liability of any third party.  Until all of the
     Indebtedness shall have been paid in full, Debtor shall have
     no right of subrogation and Debtor waives the right to
     enforce any remedy which Secured Party has or may hereafter
     have against any third party, and waives any benefit of and
     any right to participate in any other security whatsoever
     now or hereafter held by Secured Party.  Debtor authorizes
     Secured Party, and without notice or demand and without any
     reservation of rights against Debtor and without affecting
     Debtor's liability hereunder or on the Indebtedness to (i)
     take or hold any other property of any type from any third
     party as security for the Indebtedness, and exchange,
     enforce, waive and release any or all of such other
     property, (ii) apply such other property and direct the
     order or manner of sale thereof as Secured Party may in its
     discretion determine, (iii) renew, extend, accelerate,
     modify, compromise, settle or release any of the
     Indebtedness or other security for the Indebtedness, (iv)
     waive, enforce or modify any of the provisions of any of the
     Loan Documents executed by any third party, and (v) release
     or substitute any third party.

     9.   Indemnity.  Debtor hereby indemnifies and agrees to
hold harmless Secured Party, and its officers, directors,
employees, agents and representatives (each an "Indemnified
Person") from and against any and all liabilities, obligations,
claims, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature
(collectively, the "Claims") which may be imposed on, incurred
by, or asserted against, any Indemnified Person arising in
connection with the Loan Documents, the Indebtedness, or the
Collateral (including without limitation, the enforcement of the
Loan Documents and the defense of any Indemnified Person's
actions and/or inactions in connection with the Loan Documents).
WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH
INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR
IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH
AND/OR ANY OTHER INDEMNIFIED PERSON, except to the limited extent
the Claims against an Indemnified Person are proximately caused
by such Indemnified Person's gross negligence or willful
misconduct.  If Debtor or any third party ever alleges such gross
negligence or willful misconduct by any Indemnified Person, the
indemnification provided for in this Section shall

                             Page 11

<PAGE>


nonetheless be paid upon demand, subject to later adjustment or
reimbursement, until such time as a court of competent
jurisdiction enters a final judgment as to the extent and effect
of the alleged gross negligence or willful misconduct.  The
indemnification provided for in this Section shall survive the
termination of this Agreement and shall extend and continue to
benefit each individual or entity who is or has at any time been
an Indemnified Person hereunder.

     10.  Miscellaneous.

          (a)  Entire Agreement.  This Agreement contains the
     entire agreement of Secured Party and Debtor with respect to
     the Collateral.  If the parties hereto are parties to any
     prior agreement, either written or oral, relating to the
     Collateral, the terms of this Agreement shall amend and
     supersede the terms of such prior agreements as to
     transactions on or after the effective date of this
     Agreement, but all security agreements, financing
     statements, guaranties, other contracts and notices for the
     benefit of Secured Party shall continue in full force and
     effect to secure the Indebtedness unless Secured Party
     specifically releases its rights thereunder by separate
     release.

          (b)  Amendment.  No modification, consent or amendment
     of any provision of this Agreement or any of the other Loan
     Documents shall be valid or effective unless the same is in
     writing and signed by the party against whom it is sought to
     be enforced.

          (c)  Actions by Secured Party.  The lien, security
     interest and other security rights of Secured Party
     hereunder shall not be impaired by (i) any renewal,
     extension, increase or modification with respect to the
     Indebtedness, (ii) any surrender, compromise, release,
     renewal, extension, exchange or substitution which Secured
     Party may grant with respect to the Collateral, (iii) any
     release or indulgence granted to any co-maker, endorser,
     guarantor or surety of the Indebtedness, or (iv) the
     assumption of the obligations of Borrower in respect of the
     Indebtedness by any other person or entity affiliated with
     the Borrower or any of Borrower's subsidiaries and their
     respective successors or assigns.  The taking of additional
     security by Secured Party shall not release or impair the
     lien, security interest or other security rights of Secured
     Party hereunder or affect the obligations of Debtor
     hereunder.

          (d)  Waiver by Secured Party.  Secured Party may waive
     any Event of Default without waiving any other prior or
     subsequent Event of Default.  Secured Party may remedy any
     default without waiving the Event of Default remedied.
     Neither the failure by Secured Party to exercise, nor the
     delay by Secured Party in exercising, any right or remedy
     upon any Event of Default shall be construed as a waiver of
     such Event of Default or as a waiver of the right to
     exercise any such right or remedy at a later date.  No
     single or partial exercise by Secured Party of any right or
     remedy hereunder shall exhaust the same or shall preclude
     any other or further exercise thereof, and every such right

                             Page 12

<PAGE>

     or remedy hereunder may be exercised at any time.  No waiver
     of any provision hereof or consent to any departure by
     Debtor therefrom shall be effective unless the same shall be
     in writing and signed by Secured Party and then such waiver
     or consent shall be effective only in the specific
     instances, for the purpose for which given and to the extent
     therein specified.  No notice to or demand on Debtor in any
     case shall of itself entitle Debtor to any other or further
     notice or demand in similar or other circumstances.

          (e)  Costs and Expenses.  Debtor will upon demand pay
     to Secured Party the amount of any and all costs and
     expenses (including without limitation, attorneys' fees and
     expenses), which Secured Party may incur in connection with
     (i) the transactions which give rise to the Loan Documents,
     (ii) the preparation of this Agreement and the perfection
     and preservation of the security interests granted under the
     Loan Documents, (iii) the custody, preservation, use or
     operation of, or the sale of, collection from, or other
     realization upon, the Collateral, (iv) the exercise or
     enforcement of any of the rights of Secured Party under the
     Loan Documents, or (v) the failure by Debtor to perform or
     observe any of the provisions hereof.

          (f)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED
     BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     TEXAS AND APPLICABLE FEDERAL LAWS.

          (g)  Venue.  This Agreement has been entered into in
     Dallas County, Texas and it shall be performable for all
     purposes in such county.  Courts within the State of Texas
     shall have jurisdiction over any and all disputes arising
     under or pertaining to this Agreement and venue for any such
     disputes shall be in Dallas County, Texas.

          (h)  Severability.  If any provision of this Agreement
     is held by a court of competent jurisdiction to be illegal,
     invalid or unenforceable under present or future laws, such
     provision shall be fully severable, shall not impair or
     invalidate the remainder of this Agreement and the effect
     thereof shall be confined to the provision held to be
     illegal, invalid or unenforceable.

          (i)  No Obligation.  Nothing contained herein shall be
     construed as an obligation on the part of Secured Party to
     extend or continue to extend credit to Borrower.

          (j)  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, return receipt requested, sent to
     the intended addressee at the address set forth on the
     signature page hereof or to such different address as the
     addressee shall have designated by written notice sent
     pursuant to

                             Page 13


<PAGE>

     the terms hereof and shall be deemed to have been received
     either, in the case of personal delivery, at the time of
     personal delivery, in the case of expedited delivery
     service, as 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 his or 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.
          (k)  Binding Effect and Assignment.  This Agreement (i)
     creates a continuing security interest in the Collateral,
     (ii) shall be binding on Debtor and the heirs, executors,
     administrators and personal representatives of Debtor, and
     (iii) shall inure to the benefit of Secured Party and its
     successors and assigns.  Without limiting the generality of
     the foregoing, Secured Party may pledge, assign or otherwise
     transfer the Indebtedness and its rights under this
     Agreement and any of the other loan Documents to nay other
     party.  Debtor's rights and obligations hereunder may not be
     assigned or otherwise transferred without the prior  written
     consent of Secured Party.

          (l)  Termination.  Upon the satisfaction in full of the
     Indebtedness, or written release or termination delivered by
     Secured Party to Debtor, this Agreement and the security
     interests created hereby shall terminate.  Upon termination
     of this Agreement and Debtor's written request, Secured
     Party will, at Debtor's sole cost and expense, return to
     Debtor such of the Collateral as shall not have been sold or
     otherwise disposed of or applied pursuant to the terms
     hereof and execute and deliver to Debtor such documents as
     Debtor shall reasonably request to evidence such
     termination.

          (m)  Cumulative Rights.  All rights and remedies of
     Secured Party hereunder are cumulative of each other and of
     every other right or remedy which Secured Party may
     otherwise have at law or in equity or under any of the other
     Loan Documents, and the exercise of one or more of such
     rights or remedies shall not prejudice or impair the
     concurrent or subsequent exercise of any other rights or
     remedies.

          (n)  Gender and Number. Within this Agreement, words of
     any gender shall be held and construed to include the other
     gender, and words in the singular number shall be held and
     construed to include the plural and words in the plural
     number shall be held and construed to include the singular,
     unless in each instance the context requires otherwise.

          (o)  Descriptive Headings.  The headings in this
     Agreement are for convenience only and shall in no way
     enlarge, limit or define the scope or meaning of the various
     and several provisions hereof.

     EXECUTED as of the date first written above.

                             Page 14

<PAGE>


     Debtor's Address:                       DEBTOR:
----------------------
     10711 Preston Road, Suite 250
     Dallas, Texas 75230           DOUGHERTY'S PHARMACY, INC.,
                                        a Texas corporation


                                   By:/s/ Thomas R. Baker
                                     ---------------------------
                                    Thomas R. Baker, President

     Secured Party's Address:                BANK:
---------------------------------------------
     Bank of Texas, N.A.
     5956 Sherry Lane, Suite 1100       BANK OF TEXAS, N.A.
     Dallas, Texas 75225
     Attention: David J. Broussard, Jr.
               Senior Vice President    By:/s/ Frank A. Sewell, IV
                                           -----------------------
                                           Frank A. Sewell, IV
                                            Banking Officer


                             Page 15



<PAGE>


                  PLEDGE AND SECURITY AGREEMENT
                  ----------------------------
     RAVENS PHARMACY, INC.
                   (AUGUST, 2000 FACILITY)


     THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is
made as of the10th day of August, 2000, by Ravens Pharmacy, Inc.
(hereinafter called "Debtor"), in favor of BANK OF TEXAS, N.A.
("Bank"). Debtor hereby agrees with Bank as follows:

     1.   Definitions.   As used in this Agreement, the following
terms shall have the meanings indicated below:

          (a)  The term "Borrower" shall mean Debtor, Park
     Pharmacy Corporation ("Park"), a Colorado corporation, RX-
     Pro.Com, Inc. ("RX"), a Texas corporation, Dougherty's
     Pharmacy, Inc. ("Dougherty"), a Texas corporation, Total
     Pharmacy Supply, Inc. ("Total"), a Texas corporation, Park
     Infusion Services, LP ("PIS"), a Texas limited partnership,
     who are jointly and severally indebted to Bank..

          (b)  The term "Code" shall mean the Uniform Commercial
     Code as in effect in the State of Texas on the date of this
     Agreement or as it may hereafter be amended from time to
     time.

          (c)  The term "Collateral" shall mean all machinery,
     furniture, fixtures and equipment, and also all accounts
     receivable, inventory, accounts, instruments, documents,
     chattel paper, commercial tort claims, deposit accounts,
     letters of credit rights or letters of credit or rights to
     payment for money or sums advanced or sold, securities,
     certificates, general intangibles, payment intangibles, and
     any other tangible personal property or intangible personal
     property of every kind and character now located at Debtor's
     places of business or otherwise in Debtor's possession or
     control, or in the case of certain items of the Collateral
     requiring Bank to have possession to be perfected any of
     those items in the possession of, or at any time and from
     time to time hereafter delivered to, Secured Party (as
     hereinafter defined) or its agents, together with all
     certificates, options, rights or other distributions issued
     as an addition to, in substitution of, or in exchange for,
     or on account of, any of the foregoing, including without
     limitation, any property specifically described on Schedule
     "A" attached hereto and made a part hereof.

          (d)  The term "Indebtedness" shall mean all
     indebtedness of Borrower now or hereafter owing to Secured
     Party pursuant to that certain Loan Agreement dated of even
     date herewith, executed by Borrower  and Secured Party (the
     "Loan Agreement") and evidenced by a Revolving Line of
     Credit Note, a Term Equipment Note, and an Acquisition Line
     of Credit Note, all dated of even date herewith, executed by
     Borrower to

                             Page 1

<PAGE>

     and for the benefit of Secured Party, in the original
     principal amounts of $1,500,000.00 and $1,300,000.00 and
     $5,000,000.00, respectively, together with any other
     obligation or indebtedness due from Debtor to Secured Party
     in accordance with the terms of the Loan Documents,
     including without limitation any additional note to be
     executed by Borrower and payable to the order of Secured
     Party in accordance with the provisions of the Loan
     Agreement in respect of the Acquisition Line of Credit Note
     (collectively referred to herein as the "Note" or the
     "Notes"as the context requires), (ii) all accrued but unpaid
     interest on any of the indebtedness described in (i) above,
     (iii) all obligations owing to Secured Party under any
     documents evidencing, securing, governing and/or pertaining
     to all or any part of the indebtedness described in (i) and
     (ii) above, (iv) all costs and expenses incurred by Secured
     Party in connection with the collection and administration
     of all or any part of the indebtedness and obligations
     described in (i), (ii) and (iii) above or the protection or
     preservation of, or realization upon, the collateral
     securing all or any part of such indebtedness and
     obligations, including without limitation all reasonable
     attorneys' fees, and (v) all renewals, extensions,
     modifications and rearrangements of the indebtedness and
     obligations described in (i), (ii), (iii) and (iv) above.

          (e)  The term "Loan Documents" shall mean all
     instruments and documents evidencing, securing, governing,
     guaranteeing and/or pertaining to the Indebtedness.

          (f)  The term "Obligated Party" shall mean any party
     other than Borrower who secures, guarantees and/or is
     otherwise obligated to pay all or any portion of the
     Indebtedness.

          (g)  The term "Secured Party" shall mean Bank, its
     successors and assigns, including without limitation, any
     party to whom Bank, or its successors or assigns, may assign
     its rights and interests under this Agreement.

          (h)  Other capitalized terms not defined herein shall
     have the meaning ascribed to them in the Loan Agreement of
     even date herewith.

     All words and phrases used herein which are expressly
defined in Section 1.201 of Chapter 9 of the Code shall have the
meaning provided for therein.  Other words and phrases defined
elsewhere in the Code shall have the meaning specified therein
except to the extent such meaning is inconsistent with a
definition in Section 1.201 or Chapter 9 of the Code.

     2.   Security Interest.  As security for the Indebtedness,
Debtor, for value received, hereby grants to Secured Party a
continuing security interest in the Collateral.

     3.   Representations and Warranties.  Debtor hereby
represents and warrants the following to Secured Party:

                             Page 2

<PAGE>


          (a)  Enforceability.  This Agreement and Guaranty
     constitute legal, valid and binding obligations of Debtor,
     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.
          (b)  Ownership and Liens.  Debtor has good and
     marketable title to the Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement.
     Other than in the ordinary course of business for a non-
     material matter, no dispute, right of setoff, counterclaim
     or defense exists with respect to all or any part of the
     Collateral.  Debtor has not executed any other security
     agreement currently affecting the Collateral and no
     effective financing statement or other instrument similar in
     effect covering all or any part of the Collateral is on file
     in any recording office except as may have been executed or
     filed in favor of Secured Party.

          (c)  No Conflicts or Consents.  Neither the ownership,
     the intended use of the Collateral by Debtor, the grant of
     the security interest by Debtor to Secured Party herein nor
     the exercise by Secured Party of its rights or remedies
     hereunder, will (i) conflict with any provision of (A) any
     domestic or foreign law, statute, rule or regulation, or (B)
     any agreement, judgment, license, order or permit applicable
     to or binding upon Debtor, or (ii) result in or require the
     creation of any lien, charge or encumbrance upon any assets
     or properties of Debtor or of any person except as may be
     expressly contemplated in the Loan Documents.  Except as
     expressly contemplated in the Loan Documents, no consent,
     approval, authorization or order of, and no notice to or
     filing with, any court, governmental authority or third
     party is required in connection with the grant by Debtor of
     the security interest herein or the exercise by Secured
     Party of its rights and remedies hereunder.

          (d)  Security Interest.  Debtor has and will have at
     all times full right, power and authority to grant a
     security interest in the Collateral to Secured Party in the
     manner provided herein, free and clear of any lien, security
     interest or other charge or encumbrance.  This Agreement
     creates a legal, valid and binding security interest in
     favor of Secured Party in the Collateral securing the
     Indebtedness.  Possession by Secured Party of all
     certificates, instruments and cash constituting Collateral
     from time to time and/or the filing of the financing
     statements delivered prior hereto and/or concurrently
     herewith by Debtor to Secured Party will perfect and
     establish the first priority of Secured Party's security
     interest hereunder in the Collateral.

                             Page 3

<PAGE>

          (e)  Location.  Debtor's chief executive office and the
     office where the records concerning the Collateral are kept
     is located at the address set forth on the signature page
     hereof.

          (f)  Solvency of Debtor.  As of the date hereof, and
     after giving effect to this Agreement and the completion of
     all other transactions contemplated by Debtor at the time of
     the execution of this Agreement, (i) Debtor is and will be
     solvent, (ii) the fair saleable value of Debtor's assets
     exceeds and will continue to exceed Debtor's liabilities
     (both fixed and contingent), and (iii) Debtor is paying and
     will continue to be able to pay his debts as they mature.
     Solely for purposes of this warranty by the Debtor, and
     without affecting, modifying or otherwise amending any
     provision of any Loan Documents, Debtor's assessment of its
     solvency includes a claim of subrogation or contribution
     against each of the other entities comprising Borrower
     and/or a Guarantor (as defined in the Loan Documents) and/or
     any other obligated party in the event Debtor should pay
     more than its ratable share of the Indebtedness.

          (g)  Chattel Paper, Documents and Instruments. The
     chattel paper, documents and instruments of Debtor pledged
     hereunder have only one original counterpart and no party
     other than Debtor or Secured Party is in actual or
     constructive possession of any such chattel paper, documents
     or instruments.

     4.   Affirmative Covenants.  Debtor will comply with the
covenants contained in this Section 4 at all times during the
period of time this Agreement is effective unless Secured Party
shall otherwise consent in writing.

          (a)  Ownership and Liens.  Debtor will maintain good
     and marketable title to all Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement
     and the security interests and other encumbrances expressly
     permitted by the other Loan Documents.  Other than in the
     ordinary course of business for non-material matters, Debtor
     will not permit any dispute, right of setoff, counterclaim
     or defense to exist with respect to all or any part of the
     Collateral.  Debtor will not cause any financing statement
     or other security instrument with respect to the Collateral
     to be terminated, except as may exist or as may have been
     filed in favor of Secured Party.  Debtor will defend at his
     expense Secured Party's right, title and security interest
     in and to the Collateral against the claims of any third
     party.

          (b)  Further Assurances.  Debtor will from time to time
     at his expense promptly execute and deliver all further
     instruments and documents and take all further action
     necessary or appropriate or that Secured Party may request
     in order (i) to perfect and protect the security interest
     created or purported to be created hereby and the first

                             Page 4

<PAGE>


     priority of such security interest, (ii) to enable Secured
     Party to exercise and enforce its rights and remedies
     hereunder in respect of the Collateral, and (iii) to
     otherwise effect the purposes of this Agreement, including
     without limitation, executing and filing such financing or
     continuation statements, or amendments thereto.

          (c)  Payment of Taxes.  Debtor (i) will timely pay all
     property and other taxes, assessments and governmental
     charges or levies imposed upon the Collateral or any part
     thereof, (ii) will timely pay all lawful claims which, if
     unpaid, might become a lien or charge upon the Collateral or
     any part thereof, and (iii) will maintain appropriate
     accruals and reserves for all such liabilities in a timely
     fashion in accordance with generally accepted accounting
     principles.  Debtor may, however, delay paying or
     discharging any such taxes, assessments, charges, claims or
     liabilities so long as the validity thereof is contested in
     good faith by proper proceedings and provided Debtor has set
     aside adequate reserves therefor.

          (d)  Chattel Paper, Documents and Instruments.  Debtor
     will take such action as may be requested by Secured Party
     in order to cause any chattel paper, documents or
     instruments to be valid and enforceable and will cause all
     chattel paper to have only one original counterpart.  Upon
     request by Secured Party, Debtor will deliver to Secured
     Party all originals of chattel paper, documents or
     instruments and will mark all chattel paper with a legend
     indicating that such chattel paper is subject to the
     security interest granted hereunder.

          (e)  Insurance.  Debtor will insure the Collateral
     against perils of loss and/or liability and name Secured
     Party as an additional insured on all such policies of
     insurance in an amount not less than the amount of the
     original amount of the Indebtedness.  All such insurance
     shall be with such carriers as Secured Party may reasonably
     approve.  Debtor shall provide Secured Party with evidence
     of Debtor's compliance with this provision and with evidence
     of renewal of all such coverages throughout the term that
     any of the Indebtedness remains outstanding and unpaid.
     Upon request of Secured Party, Debtor will provide evidence
     of payment of renewal premiums and/or with updated policies,
     certificates of insurance or other evidence of Debtor's
     compliance with this provision at no cost or expense to
     Secured Party.

     5.   Negative Covenants.  Debtor will comply with the
covenants contained in this Section 5 at all times during the
period of time this Agreement is effective, unless Secured Party
shall otherwise consent in writing.

          (a)  Transfer or Encumbrance.  Other than in the
     ordinary course of business, Debtor will not (i) sell,
     assign (by operation of law or otherwise), transfer,
     exchange, lease or otherwise dispose of any of the
     Collateral, (ii) grant a lien or security interest in

                             Page 5

<PAGE>

     or execute, file or record any financing statement or other
     security instrument with respect to the Collateral to any
     party other than Secured Party, or (iii) deliver actual or
     constructive possession of the Collateral to any party other
     than Secured Party.

          (b)  Impairment of Security Interest.  Debtor will not
     take or fail to take any action which would in any manner
     impair the value or enforceability of Secured Party's
     security interest in any Collateral.

          (c)  Possession of Collateral.  Debtor will on or
     before the date hereof, deliver possession of any part of
     the Collateral to Secured Party where possession by Secured
     Party is required for perfection.

          (d)  Financing Statement Filings.  Debtor recognizes
     that financing statements pertaining to the Collateral will
     be or may be filed where Debtor maintains any Collateral,
     has its records concerning any Collateral or has its
     principal place of business/ residence.  Without limitation
     of any other covenant herein, Debtor will not cause or
     permit any change in the location of Debtor's office to a
     jurisdiction other than as represented in Section 3(e)
     unless Debtor shall have notified Secured Party in writing
     of such change at least thirty (30) days prior to the
     effective date of such change, and shall have first taken
     all action required by Secured Party for the purpose of
     further perfecting or protecting the security interest in
     favor of Secured Party in the Collateral.  In any written
     notice furnished pursuant to this Section 5(d), Debtor will
     expressly state that the notice is required by this
     Agreement and contains facts that may require additional
     filings of financing statements or other notices for the
     purpose of continuing perfection of Secured Party's security
     interest in the Collateral.

     6.   Rights of Secured Party.  Secured Party shall have the
rights contained in this Section 6 at all times during the period
of time this Agreement is effective.

          (a)  Additional Financing Statements Filings.  Debtor
     hereby authorizes Secured Party to file, without the
     signature of Debtor, one or more financing or continuation
     statements, and amendments thereto, relating to the
     Collateral.  Debtor further agrees that a carbon,
     photographic or other reproduction of this Security
     Agreement or any financing statement describing any
     Collateral is sufficient as a financing statement and may be
     filed in any jurisdiction Secured Party may deem
     appropriate.

          (b)  Power of Attorney. Debtor hereby irrevocably
     appoints Secured Party as Debtor's attorney-in-fact, such
     power of attorney being coupled with an interest, with full
     authority in the place and stead of Debtor and in the name
     of Debtor or otherwise from and after an Event of Default,
     and thereafter until such Event of Default has been cured

                             Page 6

<PAGE>


     and any other action, performance or assurance required of
     the Debtor has been performed or delivered from time to time
     and until released by the Secured Party in its sole and
     absolute discretion, to take any action and to execute any
     instrument which Secured Party may deem necessary or
     appropriate to accomplish the purposes of this Agreement,
     including without limitation: (i) to demand, collect, sue
     for, recover, compound, receive and give acquittance and
     receipts for moneys due and to become due under or in
     respect of the Collateral; (ii) to receive, endorse and
     collect any drafts or other instruments, documents and
     chattel paper in connection with clause (i) above; and (iii)
     to file any claims or take any action or institute any
     proceedings which Secured Party may deem necessary or
     appropriate for the collection and/or preservation of the
     Collateral or otherwise to enforce the rights of Secured
     Party with respect to the Collateral.

          (c)  Performance by Secured Party.  If Debtor fails to
     perform any agreement or obligation provided herein, Secured
     Party may itself perform, or cause performance of, such
     agreement or obligation, and the expenses of Secured Party
     incurred in connection therewith shall be a part of the
     Indebtedness, secured by the Collateral and payable by
     Debtor on demand.

     7.   Events of Default.  Each of the following constitutes
an "Event of Default" under this Agreement:

          (a)  Failure to Pay Indebtedness.  The failure, refusal
     or neglect of Borrower, or any Obligated Party to make any
     payment of principal or interest on the Indebtedness, or any
     portion thereof, as the same shall become due and payable
     and following ten (10) days written notice to cure the
     initial failure to pay an installment; or

          (b)  Non-Performance of Covenants.  The failure of
     Debtor or any Obligated Party to timely and properly
     observe, keep or perform any non-monetary covenant,
     agreement, warranty or condition required herein or in any
     of the other Loan Documents following thirty (30) days
     written notice to cure; or

          (c)  Default Under Other Loan Documents.  The
     occurrence of an event of default under any of the other
     Loan Documents; or

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

          (e)  Bankruptcy or Insolvency.  If Park, RX, Dougherty,
     Total, PIS, Debtor, 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 his or its inability to

                             Page 7

<PAGE>


     pay his or its debts as they become due; (ii) generally is
     not paying his or 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 or any of the Collateral, either in a proceeding
     brought by 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 sixty (60) days any
     attachment, sequestration or similar writ levied upon any
     property of such party; or (vi) fails to pay within thirty
     (30) days any final money judgment against such party.

          (f)  Execution on Collateral.  The Collateral or any
     portion thereof is taken on execution or other process of
     law in any action against Debtor; or

          (g)  Liquidation or Related Events.  The liquidation,
     dissolution, merger or consolidation of any one or more of
     Borrower or any Obligated Party not otherwise permitted in
     advance or approved by Secured Party in writing upon written
     request therefor by Debtor..

     8.   Remedies and Related Rights.  If an Event of Default
shall have occurred and for so long as same continues without
cure and any other performance required of the Debtor, and
without limiting any other rights and remedies provided herein,
under any of the other Loan Documents or otherwise available to
Secured Party, Secured Party may exercise one or more of the
rights and remedies provided in this Section.

          (a)  Remedies.  Secured Party may from time to time at
     its discretion, without limitation and without notice except
     as expressly provided in any of the Loan Documents:

               (i)  exercise in respect of the Collateral all the
          rights and remedies of a secured party under the Code
          (whether or not the Code applies to the affected
          Collateral);

               (ii)      require Debtor to, and Debtor hereby
          agrees that it will at its expense and upon request of
          Secured Party, assemble the Collateral as directed by

                             Page 8

<PAGE>


          Secured Party and make it available to Secured Party at
          a place to be designated by Secured Party which is
          reasonably convenient to both parties;

               (iii)     reduce its claim to judgment or
          foreclose or otherwise enforce, in whole or in part,
          the security interest granted hereunder by any
          available judicial procedure;

               (iv) sell or otherwise dispose of, at its office,
          on the premises of Debtor or elsewhere, the Collateral,
          as a unit or in parcels, by public or private
          proceedings, and by way of one or more contracts (it
          being agreed that the sale or other disposition of any
          part of the Collateral shall not exhaust Secured
          Party's power of sale, but sales or other dispositions
          may be made from time to time until all of the
          Collateral has been sold or disposed of or until the
          Indebtedness has been paid and performed in full), and
          at any such sale or other disposition it shall not be
          necessary to exhibit any of the Collateral;

               (v)  buy the Collateral, or any portion thereof,
          at any public sale;

               (vi) buy the Collateral, or any portion thereof,
          at any private sale if the Collateral is of a type
          customarily sold in a recognized market or is of a type
          which is the subject of widely distributed standard
          price quotations;

               (vii)     apply for the appointment of a receiver
          for the Collateral, and Debtor hereby consents to any
          such appointment; and

               (viii)    at its option, withdraw all amounts on
          deposit in respect of the Collateral and apply the same
          to the payment of the Indebtedness; and

               (ix) Debtor agrees that in the event Debtor is
          entitled to receive any notice under the Uniform
          Commercial Code, as it exists in the state governing
          any such notice, of the sale or other disposition of
          any Collateral, reasonable notice shall be deemed given
          when such notice is deposited in a depository
          receptacle under the care and custody of the United
          States Postal Service, postage prepaid, at Debtor's
          address set forth on the signature page hereof, ten
          (10) days prior to the date of any public sale, or
          after which a private sale, of any of such Collateral
          is to be held. Secured Party shall not be obligated to
          make any sale of Collateral regardless of notice of
          sale having been given.  Secured Party may adjourn any
          public or private sale from time to time by
          announcement at the time and place fixed therefor, and
          such sale may, without further notice, be made at the
          time and place to which it was so adjourned.


                             Page 9



<PAGE>

          (b)  Application of Proceeds.  If any Event of Default
     shall have occurred, Secured Party may at its discretion
     apply or use any cash held by Secured Party as Collateral,
     and any cash proceeds received by Secured Party in respect
     of any sale or other disposition of, collection from, or
     other realization upon, all or any part of the Collateral as
     follows in such order and manner as Secured Party may elect:

               (i)  to the repayment or reimbursement of the
          reasonable costs and expenses (including, without
          limitation, reasonable attorneys' fees and expenses)
          incurred by Secured Party in connection with (A) the
          administration of the Loan Documents, (B) the custody,
          preservation, use or operation of, or the sale of,
          collection from, or other realization upon, the
          Collateral, and (C) the exercise or enforcement of any
          of the rights and remedies of Secured Party hereunder;

               (ii) to the payment or other satisfaction of any
          liens and other encumbrances upon the Collateral;

               (iii)     to the satisfaction of the Indebtedness;

               (iv) by holding such cash and proceeds as
          Collateral;

               (v)  to the payment of any other amounts required
          by applicable law (including without limitation,
          Section 9.504(a)(3) of the Code or any other applicable
          statutory provision); and

               (vi) by delivery to Debtor or any other party
          lawfully entitled to receive such cash or proceeds
          whether by direction of a court of competent
          jurisdiction or otherwise.

          (c)  Deficiency.  In the event that the proceeds of any
     sale of, collection from, or other realization upon, all or
     any part of the Collateral by Secured Party are insufficient
     to pay all amounts to which Secured Party is legally
     entitled, Debtor and any party who guaranteed or is
     otherwise obligated to pay all or any portion of the
     Indebtedness shall be liable for the deficiency, together
     with interest thereon as provided in the Loan Documents.

          (d)  Non-Judicial Remedies.  In granting to Secured
     Party the power to enforce its rights hereunder without
     prior judicial process or judicial hearing, Debtor expressly
     waives, renounces and knowingly relinquishes any legal right
     which might otherwise require Secured Party to enforce its
     rights by judicial process.  Debtor recognizes and concedes
     that non-judicial remedies are consistent with the usage of
     trade, are responsive to commercial necessity and are the
     result of a bargain at arm's length.  Nothing herein is

                             Page 10

<PAGE>

     intended to prevent Secured Party or Debtor from resorting
     to judicial process at either party's option.

          (e)  Other Recourse.  Debtor waives any right to
     require Secured Party to proceed against any third party,
     exhaust any Collateral or other security for the
     Indebtedness, or to have any third party joined with Debtor
     in any suit arising out of the Indebtedness or any of the
     Loan Documents, or pursue any other remedy available to
     Secured Party.  Debtor further waives any and all notice of
     acceptance of this Agreement and of the creation,
     modification, rearrangement, renewal or extension of the
     Indebtedness.  Debtor further waives any defense arising by
     reason of any disability or other defense of any third party
     or by reason of the cessation from any cause whatsoever of
     the liability of any third party.  Until all of the
     Indebtedness shall have been paid in full, Debtor shall have
     no right of subrogation and Debtor waives the right to
     enforce any remedy which Secured Party has or may hereafter
     have against any third party, and waives any benefit of and
     any right to participate in any other security whatsoever
     now or hereafter held by Secured Party.  Debtor authorizes
     Secured Party, and without notice or demand and without any
     reservation of rights against Debtor and without affecting
     Debtor's liability hereunder or on the Indebtedness to (i)
     take or hold any other property of any type from any third
     party as security for the Indebtedness, and exchange,
     enforce, waive and release any or all of such other
     property, (ii) apply such other property and direct the
     order or manner of sale thereof as Secured Party may in its
     discretion determine, (iii) renew, extend, accelerate,
     modify, compromise, settle or release any of the
     Indebtedness or other security for the Indebtedness, (iv)
     waive, enforce or modify any of the provisions of any of the
     Loan Documents executed by any third party, and (v) release
     or substitute any third party.

     9.   Indemnity.  Debtor hereby indemnifies and agrees to
hold harmless Secured Party, and its officers, directors,
employees, agents and representatives (each an "Indemnified
Person") from and against any and all liabilities, obligations,
claims, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature
(collectively, the "Claims") which may be imposed on, incurred
by, or asserted against, any Indemnified Person arising in
connection with the Loan Documents, the Indebtedness, or the
Collateral (including without limitation, the enforcement of the
Loan Documents and the defense of any Indemnified Person's
actions and/or inactions in connection with the Loan Documents).
WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH
INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR
IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH
AND/OR ANY OTHER INDEMNIFIED PERSON, except to the limited extent
the Claims against an Indemnified Person are proximately caused
by such Indemnified Person's gross negligence or willful
misconduct.  If Debtor or any third party ever alleges such gross
negligence or willful misconduct by any Indemnified Person, the
indemnification provided for in this Section shall

                             Page 11

<PAGE>


nonetheless be paid upon demand, subject to later adjustment or
reimbursement, until such time as a court of competent
jurisdiction enters a final judgment as to the extent and effect
of the alleged gross negligence or willful misconduct.  The
indemnification provided for in this Section shall survive the
termination of this Agreement and shall extend and continue to
benefit each individual or entity who is or has at any time been
an Indemnified Person hereunder.

     10.  Miscellaneous.

          (a)  Entire Agreement.  This Agreement contains the
     entire agreement of Secured Party and Debtor with respect to
     the Collateral.  If the parties hereto are parties to any
     prior agreement, either written or oral, relating to the
     Collateral, the terms of this Agreement shall amend and
     supersede the terms of such prior agreements as to
     transactions on or after the effective date of this
     Agreement, but all security agreements, financing
     statements, guaranties, other contracts and notices for the
     benefit of Secured Party shall continue in full force and
     effect to secure the Indebtedness unless Secured Party
     specifically releases its rights thereunder by separate
     release.

          (b)  Amendment.  No modification, consent or amendment
     of any provision of this Agreement or any of the other Loan
     Documents shall be valid or effective unless the same is in
     writing and signed by the party against whom it is sought to
     be enforced.

          (c)  Actions by Secured Party.  The lien, security
     interest and other security rights of Secured Party
     hereunder shall not be impaired by (i) any renewal,
     extension, increase or modification with respect to the
     Indebtedness, (ii) any surrender, compromise, release,
     renewal, extension, exchange or substitution which Secured
     Party may grant with respect to the Collateral, (iii) any
     release or indulgence granted to any co-maker, endorser,
     guarantor or surety of the Indebtedness, or (iv) the
     assumption of the obligations of Borrower in respect of the
     Indebtedness by any other person or entity affiliated with
     the Borrower or any of Borrower's subsidiaries and their
     respective successors or assigns.  The taking of additional
     security by Secured Party shall not release or impair the
     lien, security interest or other security rights of Secured
     Party hereunder or affect the obligations of Debtor
     hereunder.

          (d)  Waiver by Secured Party.  Secured Party may waive
     any Event of Default without waiving any other prior or
     subsequent Event of Default.  Secured Party may remedy any
     default without waiving the Event of Default remedied.
     Neither the failure by Secured Party to exercise, nor the
     delay by Secured Party in exercising, any right or remedy
     upon any Event of Default shall be construed as a waiver of
     such Event of Default or as a waiver of the right to
     exercise any such right or remedy at a later date.  No
     single or partial exercise by Secured Party of any right or
     remedy hereunder shall exhaust the same or shall preclude
     any other or further exercise thereof, and every such right
     or

                             Page 12

<PAGE>


     remedy hereunder may be exercised at any time.  No waiver of
     any provision hereof or consent to any departure by Debtor
     therefrom shall be effective unless the same shall be in
     writing and signed by Secured Party and then such waiver or
     consent shall be effective only in the specific instances,
     for the purpose for which given and to the extent therein
     specified.  No notice to or demand on Debtor in any case
     shall of itself entitle Debtor to any other or further
     notice or demand in similar or other circumstances.

          (e)  Costs and Expenses.  Debtor will upon demand pay
     to Secured Party the amount of any and all costs and
     expenses (including without limitation, attorneys' fees and
     expenses), which Secured Party may incur in connection with
     (i) the transactions which give rise to the Loan Documents,
     (ii) the preparation of this Agreement and the perfection
     and preservation of the security interests granted under the
     Loan Documents, (iii) the custody, preservation, use or
     operation of, or the sale of, collection from, or other
     realization upon, the Collateral, (iv) the exercise or
     enforcement of any of the rights of Secured Party under the
     Loan Documents, or (v) the failure by Debtor to perform or
     observe any of the provisions hereof.

          (f)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED
     BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     TEXAS AND APPLICABLE FEDERAL LAWS.

          (g)  Venue.  This Agreement has been entered into in
     Dallas County, Texas and it shall be performable for all
     purposes in such county.  Courts within the State of Texas
     shall have jurisdiction over any and all disputes arising
     under or pertaining to this Agreement and venue for any such
     disputes shall be in Dallas County, Texas.

          (h)  Severability.  If any provision of this Agreement
     is held by a court of competent jurisdiction to be illegal,
     invalid or unenforceable under present or future laws, such
     provision shall be fully severable, shall not impair or
     invalidate the remainder of this Agreement and the effect
     thereof shall be confined to the provision held to be
     illegal, invalid or unenforceable.

          (i)  No Obligation.  Nothing contained herein shall be
     construed as an obligation on the part of Secured Party to
     extend or continue to extend credit to Borrower.

          (j)  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, return receipt requested, sent to
     the intended addressee at the address set forth on the
     signature page hereof or to such different address as the
     addressee shall have designated by written notice sent
     pursuant to

                             Page 13

<PAGE>

     the terms hereof and shall be deemed to have been received
     either, in the case of personal delivery, at the time of
     personal delivery, in the case of expedited delivery
     service, as 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 his or 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.
          (k)  Binding Effect and Assignment.  This Agreement (i)
     creates a continuing security interest in the Collateral,
     (ii) shall be binding on Debtor and the heirs, executors,
     administrators and personal representatives of Debtor, and
     (iii) shall inure to the benefit of Secured Party and its
     successors and assigns.  Without limiting the generality of
     the foregoing, Secured Party may pledge, assign or otherwise
     transfer the Indebtedness and its rights under this
     Agreement and any of the other loan Documents to nay other
     party.  Debtor's rights and obligations hereunder may not be
     assigned or otherwise transferred without the prior  written
     consent of Secured Party.

          (l)  Termination.  Upon the satisfaction in full of the
     Indebtedness, or written release or termination delivered by
     Secured Party to Debtor, this Agreement and the security
     interests created hereby shall terminate.  Upon termination
     of this Agreement and Debtor's written request, Secured
     Party will, at Debtor's sole cost and expense, return to
     Debtor such of the Collateral as shall not have been sold or
     otherwise disposed of or applied pursuant to the terms
     hereof and execute and deliver to Debtor such documents as
     Debtor shall reasonably request to evidence such
     termination.

          (m)  Cumulative Rights.  All rights and remedies of
     Secured Party hereunder are cumulative of each other and of
     every other right or remedy which Secured Party may
     otherwise have at law or in equity or under any of the other
     Loan Documents, and the exercise of one or more of such
     rights or remedies shall not prejudice or impair the
     concurrent or subsequent exercise of any other rights or
     remedies.

          (n)  Gender and Number. Within this Agreement, words of
     any gender shall be held and construed to include the other
     gender, and words in the singular number shall be held and
     construed to include the plural and words in the plural
     number shall be held and construed to include the singular,
     unless in each instance the context requires otherwise.

          (o)  Descriptive Headings.  The headings in this
     Agreement are for convenience only and shall in no way
     enlarge, limit or define the scope or meaning of the various
     and several provisions hereof.

     EXECUTED as of the date first written above.


                             Page 14

<PAGE>

     Debtor's Address:                       DEBTOR:
     ----------------------
     10711 Preston Road, Suite 250
     Dallas, Texas 75230                RAVENS PHARMACY, INC.,
                                        a Texas corporation


                                   By: /s/ Thomas R. Baker
                                      ---------------------------
                                     Thomas R. Baker, President

     Secured Party's Address:                BANK:
---------------------------------------------
     Bank of Texas, N.A.
     5956 Sherry Lane, Suite 1100       BANK OF TEXAS, N.A.
     Dallas, Texas 75225
     Attention: David J. Broussard, Jr.
               Senior Vice President    By: /s/ Frank A. Sewell, IV
                                           ------------------------
                                          Frank A. Sewell, IV
                                               Banking Officer

                             Page 15

<PAGE>

                  PLEDGE AND SECURITY AGREEMENT
                  -----------------------------
     TOTAL PHARMACY SUPPLY, INC.
                    (AUGUST, 2000 FACILITY)


     THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is
made as of the10th day of August, 2000, by Total Pharmacy Supply,
Inc. (hereinafter called "Debtor"), in favor of BANK OF TEXAS,
N.A. ("Bank"). Debtor hereby agrees with Bank as follows:

     1.   Definitions.   As used in this Agreement, the following
terms shall have the meanings indicated below:

          (a)  The term "Borrower" shall mean Debtor, Park
     Pharmacy Corporation ("Park"), a Colorado corporation, RX-
     Pro.Com, Inc. ("RX"), a Texas corporation, Dougherty's
     Pharmacy, Inc. ("Dougherty"), a Texas corporation, Ravens
     Pharmacy, Inc. ("Ravens"), a Texas corporation, Park
     Infusion Services, LP ("PIS"), a Texas limited partnership,
     who are jointly and severally indebted to Bank..

          (b)  The term "Code" shall mean the Uniform Commercial
     Code as in effect in the State of Texas on the date of this
     Agreement or as it may hereafter be amended from time to
     time.

          (c)  The term "Collateral" shall mean all machinery,
     furniture, fixtures and equipment, and also all accounts
     receivable, inventory, accounts, instruments, documents,
     chattel paper, commercial tort claims, deposit accounts,
     letters of credit rights or letters of credit or rights to
     payment for money or sums advanced or sold, securities,
     certificates, general intangibles, payment intangibles, and
     any other tangible personal property or intangible personal
     property of every kind and character now located at Debtor's
     places of business or otherwise in Debtor's possession or
     control, or in the case of certain items of the Collateral
     requiring Bank to have possession to be perfected any of
     those items in the possession of, or at any time and from
     time to time hereafter delivered to, Secured Party (as
     hereinafter defined) or its agents, together with all
     certificates, options, rights or other distributions issued
     as an addition to, in substitution of, or in exchange for,
     or on account of, any of the foregoing, including without
     limitation, any property specifically described on Schedule
     "A" attached hereto and made a part hereof.

          (d)  The term "Indebtedness" shall mean all
     indebtedness of Borrower now or hereafter owing to Secured
     Party pursuant to that certain Loan Agreement dated of even
     date herewith, executed by Borrower  and Secured Party (the
     "Loan Agreement") and evidenced by a Revolving Line of
     Credit Note, a Term Equipment Note, and an Acquisition Line
     of Credit Note, all dated of even date herewith, executed by
     Borrower to

                             Page 1


<PAGE>

     and for the benefit of Secured Party, in the original
     principal amounts of $1,500,000.00 and $1,300,000.00 and
     $5,000,000.00, respectively, together with any other
     obligation or indebtedness due from Debtor to Secured Party
     in accordance with the terms of the Loan Documents,
     including without limitation any additional note to be
     executed by Borrower and payable to the order of Secured
     Party in accordance with the provisions of the Loan
     Agreement in respect of the Acquisition Line of Credit Note
     (collectively referred to herein as the "Note" or the
     "Notes"as the context requires), (ii) all accrued but unpaid
     interest on any of the indebtedness described in (i) above,
     (iii) all obligations owing to Secured Party under any
     documents evidencing, securing, governing and/or pertaining
     to all or any part of the indebtedness described in (i) and
     (ii) above, (iv) all costs and expenses incurred by Secured
     Party in connection with the collection and administration
     of all or any part of the indebtedness and obligations
     described in (i), (ii) and (iii) above or the protection or
     preservation of, or realization upon, the collateral
     securing all or any part of such indebtedness and
     obligations, including without limitation all reasonable
     attorneys' fees, and (v) all renewals, extensions,
     modifications and rearrangements of the indebtedness and
     obligations described in (i), (ii), (iii) and (iv) above.

          (e)  The term "Loan Documents" shall mean all
     instruments and documents evidencing, securing, governing,
     guaranteeing and/or pertaining to the Indebtedness.

          (f)  The term "Obligated Party" shall mean any party
     other than Borrower who secures, guarantees and/or is
     otherwise obligated to pay all or any portion of the
     Indebtedness.

          (g)  The term "Secured Party" shall mean Bank, its
     successors and assigns, including without limitation, any
     party to whom Bank, or its successors or assigns, may assign
     its rights and interests under this Agreement.

          (h)  Other capitalized terms not defined herein shall
     have the meaning ascribed to them in the Loan Agreement of
     even date herewith.

     All words and phrases used herein which are expressly
defined in Section 1.201 of Chapter 9 of the Code shall have the
meaning provided for therein.  Other words and phrases defined
elsewhere in the Code shall have the meaning specified therein
except to the extent such meaning is inconsistent with a
definition in Section 1.201 or Chapter 9 of the Code.

     2.   Security Interest.  As security for the Indebtedness,
Debtor, for value received, hereby grants to Secured Party a
continuing security interest in the Collateral.

     3.   Representations and Warranties.  Debtor hereby
represents and warrants the following to Secured Party:

                             Page 2

<PAGE>


          (a)  Enforceability.  This Agreement and Guaranty
     constitute legal, valid and binding obligations of Debtor,
     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.
          (b)  Ownership and Liens.  Debtor has good and
     marketable title to the Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement.
     Other than in the ordinary course of business for a non-
     material matter, no dispute, right of setoff, counterclaim
     or defense exists with respect to all or any part of the
     Collateral.  Debtor has not executed any other security
     agreement currently affecting the Collateral and no
     effective financing statement or other instrument similar in
     effect covering all or any part of the Collateral is on file
     in any recording office except as may have been executed or
     filed in favor of Secured Party.

          (c)  No Conflicts or Consents.  Neither the ownership,
     the intended use of the Collateral by Debtor, the grant of
     the security interest by Debtor to Secured Party herein nor
     the exercise by Secured Party of its rights or remedies
     hereunder, will (i) conflict with any provision of (A) any
     domestic or foreign law, statute, rule or regulation, or (B)
     any agreement, judgment, license, order or permit applicable
     to or binding upon Debtor, or (ii) result in or require the
     creation of any lien, charge or encumbrance upon any assets
     or properties of Debtor or of any person except as may be
     expressly contemplated in the Loan Documents.  Except as
     expressly contemplated in the Loan Documents, no consent,
     approval, authorization or order of, and no notice to or
     filing with, any court, governmental authority or third
     party is required in connection with the grant by Debtor of
     the security interest herein or the exercise by Secured
     Party of its rights and remedies hereunder.

          (d)  Security Interest.  Debtor has and will have at
     all times full right, power and authority to grant a
     security interest in the Collateral to Secured Party in the
     manner provided herein, free and clear of any lien, security
     interest or other charge or encumbrance.  This Agreement
     creates a legal, valid and binding security interest in
     favor of Secured Party in the Collateral securing the
     Indebtedness.  Possession by Secured Party of all
     certificates, instruments and cash constituting Collateral
     from time to time and/or the filing of the financing
     statements delivered prior hereto and/or concurrently
     herewith by Debtor to Secured Party will perfect and
     establish the first priority of Secured Party's security
     interest hereunder in the Collateral.

                             Page 3

<PAGE>


          (e)  Location.  Debtor's chief executive office and the
     office where the records concerning the Collateral are kept
     is located at the address set forth on the signature page
     hereof.

          (f)  Solvency of Debtor.  As of the date hereof, and
     after giving effect to this Agreement and the completion of
     all other transactions contemplated by Debtor at the time of
     the execution of this Agreement, (i) Debtor is and will be
     solvent, (ii) the fair saleable value of Debtor's assets
     exceeds and will continue to exceed Debtor's liabilities
     (both fixed and contingent), and (iii) Debtor is paying and
     will continue to be able to pay his debts as they mature.
     Solely for purposes of this warranty by the Debtor, and
     without affecting, modifying or otherwise amending any
     provision of any Loan Documents, Debtor's assessment of its
     solvency includes a claim of subrogation or contribution
     against each of the other entities comprising Borrower
     and/or a Guarantor (as defined in the Loan Documents) and/or
     any other obligated party in the event Debtor should pay
     more than its ratable share of the Indebtedness.

          (g)  Chattel Paper, Documents and Instruments. The
     chattel paper, documents and instruments of Debtor pledged
     hereunder have only one original counterpart and no party
     other than Debtor or Secured Party is in actual or
     constructive possession of any such chattel paper, documents
     or instruments.

     4.   Affirmative Covenants.  Debtor will comply with the
covenants contained in this Section 4 at all times during the
period of time this Agreement is effective unless Secured Party
shall otherwise consent in writing.

          (a)  Ownership and Liens.  Debtor will maintain good
     and marketable title to all Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement
     and the security interests and other encumbrances expressly
     permitted by the other Loan Documents.  Other than in the
     ordinary course of business for non-material matters, Debtor
     will not permit any dispute, right of setoff, counterclaim
     or defense to exist with respect to all or any part of the
     Collateral.  Debtor will not cause any financing statement
     or other security instrument with respect to the Collateral
     to be terminated, except as may exist or as may have been
     filed in favor of Secured Party.  Debtor will defend at his
     expense Secured Party's right, title and security interest
     in and to the Collateral against the claims of any third
     party.

          (b)  Further Assurances.  Debtor will from time to time
     at his expense promptly execute and deliver all further
     instruments and documents and take all further action
     necessary or appropriate or that Secured Party may request
     in order (i) to perfect and protect the security interest
     created or purported to be created hereby and the first

                             Page 4


<PAGE>

     priority of such security interest, (ii) to enable Secured
     Party to exercise and enforce its rights and remedies
     hereunder in respect of the Collateral, and (iii) to
     otherwise effect the purposes of this Agreement, including
     without limitation, executing and filing such financing or
     continuation statements, or amendments thereto.

          (c)  Payment of Taxes.  Debtor (i) will timely pay all
     property and other taxes, assessments and governmental
     charges or levies imposed upon the Collateral or any part
     thereof, (ii) will timely pay all lawful claims which, if
     unpaid, might become a lien or charge upon the Collateral or
     any part thereof, and (iii) will maintain appropriate
     accruals and reserves for all such liabilities in a timely
     fashion in accordance with generally accepted accounting
     principles.  Debtor may, however, delay paying or
     discharging any such taxes, assessments, charges, claims or
     liabilities so long as the validity thereof is contested in
     good faith by proper proceedings and provided Debtor has set
     aside adequate reserves therefor.

          (d)  Chattel Paper, Documents and Instruments.  Debtor
     will take such action as may be requested by Secured Party
     in order to cause any chattel paper, documents or
     instruments to be valid and enforceable and will cause all
     chattel paper to have only one original counterpart.  Upon
     request by Secured Party, Debtor will deliver to Secured
     Party all originals of chattel paper, documents or
     instruments and will mark all chattel paper with a legend
     indicating that such chattel paper is subject to the
     security interest granted hereunder.

          (e)  Insurance.  Debtor will insure the Collateral
     against perils of loss and/or liability and name Secured
     Party as an additional insured on all such policies of
     insurance in an amount not less than the amount of the
     original amount of the Indebtedness.  All such insurance
     shall be with such carriers as Secured Party may reasonably
     approve.  Debtor shall provide Secured Party with evidence
     of Debtor's compliance with this provision and with evidence
     of renewal of all such coverages throughout the term that
     any of the Indebtedness remains outstanding and unpaid.
     Upon request of Secured Party, Debtor will provide evidence
     of payment of renewal premiums and/or with updated policies,
     certificates of insurance or other evidence of Debtor's
     compliance with this provision at no cost or expense to
     Secured Party.

     5.   Negative Covenants.  Debtor will comply with the
covenants contained in this Section 5 at all times during the
period of time this Agreement is effective, unless Secured Party
shall otherwise consent in writing.

          (a)  Transfer or Encumbrance.  Other than in the
     ordinary course of business, Debtor will not (i) sell,
     assign (by operation of law or otherwise), transfer,
     exchange, lease or otherwise dispose of any of the
     Collateral, (ii) grant a lien or security interest in

                             Page 5

<PAGE>


     or execute, file or record any financing statement or other
     security instrument with respect to the Collateral to any
     party other than Secured Party, or (iii) deliver actual or
     constructive possession of the Collateral to any party other
     than Secured Party.

          (b)  Impairment of Security Interest.  Debtor will not
     take or fail to take any action which would in any manner
     impair the value or enforceability of Secured Party's
     security interest in any Collateral.

          (c)  Possession of Collateral.  Debtor will on or
     before the date hereof, deliver possession of any part of
     the Collateral to Secured Party where possession by Secured
     Party is required for perfection.

          (d)  Financing Statement Filings.  Debtor recognizes
     that financing statements pertaining to the Collateral will
     be or may be filed where Debtor maintains any Collateral,
     has its records concerning any Collateral or has its
     principal place of business/ residence.  Without limitation
     of any other covenant herein, Debtor will not cause or
     permit any change in the location of Debtor's office to a
     jurisdiction other than as represented in Section 3(e)
     unless Debtor shall have notified Secured Party in writing
     of such change at least thirty (30) days prior to the
     effective date of such change, and shall have first taken
     all action required by Secured Party for the purpose of
     further perfecting or protecting the security interest in
     favor of Secured Party in the Collateral.  In any written
     notice furnished pursuant to this Section 5(d), Debtor will
     expressly state that the notice is required by this
     Agreement and contains facts that may require additional
     filings of financing statements or other notices for the
     purpose of continuing perfection of Secured Party's security
     interest in the Collateral.

     6.   Rights of Secured Party.  Secured Party shall have the
rights contained in this Section 6 at all times during the period
of time this Agreement is effective.

          (a)  Additional Financing Statements Filings.  Debtor
     hereby authorizes Secured Party to file, without the
     signature of Debtor, one or more financing or continuation
     statements, and amendments thereto, relating to the
     Collateral.  Debtor further agrees that a carbon,
     photographic or other reproduction of this Security
     Agreement or any financing statement describing any
     Collateral is sufficient as a financing statement and may be
     filed in any jurisdiction Secured Party may deem
     appropriate.

          (b)  Power of Attorney. Debtor hereby irrevocably
     appoints Secured Party as Debtor's attorney-in-fact, such
     power of attorney being coupled with an interest, with full
     authority in the place and stead of Debtor and in the name
     of Debtor or otherwise from and after an Event of Default,
     and thereafter until such Event of Default has been cured

                             Page 6

<PAGE>

     and any other action, performance or assurance required of
     the Debtor has been performed or delivered from time to time
     and until released by the Secured Party in its sole and
     absolute discretion, to take any action and to execute any
     instrument which Secured Party may deem necessary or
     appropriate to accomplish the purposes of this Agreement,
     including without limitation: (i) to demand, collect, sue
     for, recover, compound, receive and give acquittance and
     receipts for moneys due and to become due under or in
     respect of the Collateral; (ii) to receive, endorse and
     collect any drafts or other instruments, documents and
     chattel paper in connection with clause (i) above; and (iii)
     to file any claims or take any action or institute any
     proceedings which Secured Party may deem necessary or
     appropriate for the collection and/or preservation of the
     Collateral or otherwise to enforce the rights of Secured
     Party with respect to the Collateral.

          (c)  Performance by Secured Party.  If Debtor fails to
     perform any agreement or obligation provided herein, Secured
     Party may itself perform, or cause performance of, such
     agreement or obligation, and the expenses of Secured Party
     incurred in connection therewith shall be a part of the
     Indebtedness, secured by the Collateral and payable by
     Debtor on demand.

     7.   Events of Default.  Each of the following constitutes
an "Event of Default" under this Agreement:

          (a)  Failure to Pay Indebtedness.  The failure, refusal
     or neglect of Borrower, or any Obligated Party to make any
     payment of principal or interest on the Indebtedness, or any
     portion thereof, as the same shall become due and payable
     and following ten (10) days written notice to cure the
     initial failure to pay an installment; or

          (b)  Non-Performance of Covenants.  The failure of
     Debtor or any Obligated Party to timely and properly
     observe, keep or perform any non-monetary covenant,
     agreement, warranty or condition required herein or in any
     of the other Loan Documents following thirty (30) days
     written notice to cure; or

          (c)  Default Under Other Loan Documents.  The
     occurrence of an event of default under any of the other
     Loan Documents; or

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

          (e)  Bankruptcy or Insolvency.  If Park, RX, Dougherty,
     Ravens, PIS, Debtor, 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 his or its inability to

                             Page 7

<PAGE>

     pay his or its debts as they become due; (ii) generally is
     not paying his or 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 or any of the Collateral, either in a proceeding
     brought by 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 sixty (60) days any
     attachment, sequestration or similar writ levied upon any
     property of such party; or (vi) fails to pay within thirty
     (30) days any final money judgment against such party.

          (f)  Execution on Collateral.  The Collateral or any
     portion thereof is taken on execution or other process of
     law in any action against Debtor; or

          (g)  Liquidation or Related Events.  The liquidation,
     dissolution, merger or consolidation of any one or more of
     Borrower or any Obligated Party not otherwise permitted in
     advance or approved by Secured Party in writing upon written
     request therefor by Debtor..

     8.   Remedies and Related Rights.  If an Event of Default
shall have occurred and for so long as same continues without
cure and any other performance required of the Debtor, and
without limiting any other rights and remedies provided herein,
under any of the other Loan Documents or otherwise available to
Secured Party, Secured Party may exercise one or more of the
rights and remedies provided in this Section.

          (a)  Remedies.  Secured Party may from time to time at
     its discretion, without limitation and without notice except
     as expressly provided in any of the Loan Documents:

               (i)  exercise in respect of the Collateral all the
          rights and remedies of a secured party under the Code
          (whether or not the Code applies to the affected
          Collateral);

               (ii)      require Debtor to, and Debtor hereby
          agrees that it will at its expense and upon request of
          Secured Party, assemble the Collateral as directed by

                             Page 8

<PAGE>


          Secured Party and make it available to Secured Party at
          a place to be designated by Secured Party which is
          reasonably convenient to both parties;

               (iii)     reduce its claim to judgment or
          foreclose or otherwise enforce, in whole or in part,
          the security interest granted hereunder by any
          available judicial procedure;

               (iv) sell or otherwise dispose of, at its office,
          on the premises of Debtor or elsewhere, the Collateral,
          as a unit or in parcels, by public or private
          proceedings, and by way of one or more contracts (it
          being agreed that the sale or other disposition of any
          part of the Collateral shall not exhaust Secured
          Party's power of sale, but sales or other dispositions
          may be made from time to time until all of the
          Collateral has been sold or disposed of or until the
          Indebtedness has been paid and performed in full), and
          at any such sale or other disposition it shall not be
          necessary to exhibit any of the Collateral;

               (v)  buy the Collateral, or any portion thereof,
          at any public sale;

               (vi) buy the Collateral, or any portion thereof,
          at any private sale if the Collateral is of a type
          customarily sold in a recognized market or is of a type
          which is the subject of widely distributed standard
          price quotations;

               (vii)     apply for the appointment of a receiver
          for the Collateral, and Debtor hereby consents to any
          such appointment; and

               (viii)    at its option, withdraw all amounts on
          deposit in respect of the Collateral and apply the same
          to the payment of the Indebtedness; and

               (ix) Debtor agrees that in the event Debtor is
          entitled to receive any notice under the Uniform
          Commercial Code, as it exists in the state governing
          any such notice, of the sale or other disposition of
          any Collateral, reasonable notice shall be deemed given
          when such notice is deposited in a depository
          receptacle under the care and custody of the United
          States Postal Service, postage prepaid, at Debtor's
          address set forth on the signature page hereof, ten
          (10) days prior to the date of any public sale, or
          after which a private sale, of any of such Collateral
          is to be held. Secured Party shall not be obligated to
          make any sale of Collateral regardless of notice of
          sale having been given.  Secured Party may adjourn any
          public or private sale from time to time by
          announcement at the time and place fixed therefor, and
          such sale may, without further notice, be made at the
          time and place to which it was so adjourned.

                             Page 9


<PAGE>

          (b)  Application of Proceeds.  If any Event of Default
     shall have occurred, Secured Party may at its discretion
     apply or use any cash held by Secured Party as Collateral,
     and any cash proceeds received by Secured Party in respect
     of any sale or other disposition of, collection from, or
     other realization upon, all or any part of the Collateral as
     follows in such order and manner as Secured Party may elect:

               (i)  to the repayment or reimbursement of the
          reasonable costs and expenses (including, without
          limitation, reasonable attorneys' fees and expenses)
          incurred by Secured Party in connection with (A) the
          administration of the Loan Documents, (B) the custody,
          preservation, use or operation of, or the sale of,
          collection from, or other realization upon, the
          Collateral, and (C) the exercise or enforcement of any
          of the rights and remedies of Secured Party hereunder;

               (ii) to the payment or other satisfaction of any
          liens and other encumbrances upon the Collateral;

               (iii)     to the satisfaction of the Indebtedness;

               (iv) by holding such cash and proceeds as
          Collateral;

               (v)  to the payment of any other amounts required
          by applicable law (including without limitation,
          Section 9.504(a)(3) of the Code or any other applicable
          statutory provision); and

               (vi) by delivery to Debtor or any other party
          lawfully entitled to receive such cash or proceeds
          whether by direction of a court of competent
          jurisdiction or otherwise.

          (c)  Deficiency.  In the event that the proceeds of any
     sale of, collection from, or other realization upon, all or
     any part of the Collateral by Secured Party are insufficient
     to pay all amounts to which Secured Party is legally
     entitled, Debtor and any party who guaranteed or is
     otherwise obligated to pay all or any portion of the
     Indebtedness shall be liable for the deficiency, together
     with interest thereon as provided in the Loan Documents.

          (d)  Non-Judicial Remedies.  In granting to Secured
     Party the power to enforce its rights hereunder without
     prior judicial process or judicial hearing, Debtor expressly
     waives, renounces and knowingly relinquishes any legal right
     which might otherwise require Secured Party to enforce its
     rights by judicial process.  Debtor recognizes and concedes
     that non-judicial remedies are consistent with the usage of
     trade, are responsive to commercial necessity and are the
     result of a bargain at arm's length.  Nothing herein is

                             Page 10

<PAGE>


     intended to prevent Secured Party or Debtor from resorting
     to judicial process at either party's option.

          (e)  Other Recourse.  Debtor waives any right to
     require Secured Party to proceed against any third party,
     exhaust any Collateral or other security for the
     Indebtedness, or to have any third party joined with Debtor
     in any suit arising out of the Indebtedness or any of the
     Loan Documents, or pursue any other remedy available to
     Secured Party.  Debtor further waives any and all notice of
     acceptance of this Agreement and of the creation,
     modification, rearrangement, renewal or extension of the
     Indebtedness.  Debtor further waives any defense arising by
     reason of any disability or other defense of any third party
     or by reason of the cessation from any cause whatsoever of
     the liability of any third party.  Until all of the
     Indebtedness shall have been paid in full, Debtor shall have
     no right of subrogation and Debtor waives the right to
     enforce any remedy which Secured Party has or may hereafter
     have against any third party, and waives any benefit of and
     any right to participate in any other security whatsoever
     now or hereafter held by Secured Party.  Debtor authorizes
     Secured Party, and without notice or demand and without any
     reservation of rights against Debtor and without affecting
     Debtor's liability hereunder or on the Indebtedness to (i)
     take or hold any other property of any type from any third
     party as security for the Indebtedness, and exchange,
     enforce, waive and release any or all of such other
     property, (ii) apply such other property and direct the
     order or manner of sale thereof as Secured Party may in its
     discretion determine, (iii) renew, extend, accelerate,
     modify, compromise, settle or release any of the
     Indebtedness or other security for the Indebtedness, (iv)
     waive, enforce or modify any of the provisions of any of the
     Loan Documents executed by any third party, and (v) release
     or substitute any third party.

     9.   Indemnity.  Debtor hereby indemnifies and agrees to
hold harmless Secured Party, and its officers, directors,
employees, agents and representatives (each an "Indemnified
Person") from and against any and all liabilities, obligations,
claims, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature
(collectively, the "Claims") which may be imposed on, incurred
by, or asserted against, any Indemnified Person arising in
connection with the Loan Documents, the Indebtedness, or the
Collateral (including without limitation, the enforcement of the
Loan Documents and the defense of any Indemnified Person's
actions and/or inactions in connection with the Loan Documents).
WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH
INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR
IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH
AND/OR ANY OTHER INDEMNIFIED PERSON, except to the limited extent
the Claims against an Indemnified Person are proximately caused
by such Indemnified Person's gross negligence or willful
misconduct.  If Debtor or any third party ever alleges such gross
negligence or willful misconduct by any Indemnified Person, the
indemnification provided for in this Section shall

                       Page 11

<PAGE>


nonetheless be paid upon demand, subject to later adjustment or
reimbursement, until such time as a court of competent jurisdiction
enters a final judgment as to the extent and effect of the alleged
gross negligence or willful misconduct.  The indemnification provided
for in this Section shall survive the termination of this
Agreement and shall extend and continue to benefit each
individual or entity who is or has at any time been an
Indemnified Person hereunder.

     10.  Miscellaneous.

          (a)  Entire Agreement.  This Agreement contains the
     entire agreement of Secured Party and Debtor with respect to
     the Collateral.  If the parties hereto are parties to any
     prior agreement, either written or oral, relating to the
     Collateral, the terms of this Agreement shall amend and
     supersede the terms of such prior agreements as to
     transactions on or after the effective date of this
     Agreement, but all security agreements, financing
     statements, guaranties, other contracts and notices for the
     benefit of Secured Party shall continue in full force and
     effect to secure the Indebtedness unless Secured Party
     specifically releases its rights thereunder by separate
     release.

          (b)  Amendment.  No modification, consent or amendment
     of any provision of this Agreement or any of the other Loan
     Documents shall be valid or effective unless the same is in
     writing and signed by the party against whom it is sought to
     be enforced.

          (c)  Actions by Secured Party.  The lien, security
     interest and other security rights of Secured Party
     hereunder shall not be impaired by (i) any renewal,
     extension, increase or modification with respect to the
     Indebtedness, (ii) any surrender, compromise, release,
     renewal, extension, exchange or substitution which Secured
     Party may grant with respect to the Collateral, (iii) any
     release or indulgence granted to any co-maker, endorser,
     guarantor or surety of the Indebtedness, or (iv) the
     assumption of the obligations of Borrower in respect of the
     Indebtedness by any other person or entity affiliated with
     the Borrower or any of Borrower's subsidiaries and their
     respective successors or assigns.  The taking of additional
     security by Secured Party shall not release or impair the
     lien, security interest or other security rights of Secured
     Party hereunder or affect the obligations of Debtor
     hereunder.

          (d)  Waiver by Secured Party.  Secured Party may waive
     any Event of Default without waiving any other prior or
     subsequent Event of Default.  Secured Party may remedy any
     default without waiving the Event of Default remedied.
     Neither the failure by Secured Party to exercise, nor the
     delay by Secured Party in exercising, any right or remedy
     upon any Event of Default shall be construed as a waiver of
     such Event of Default or as a waiver of the right to
     exercise any such right or remedy at a later date.  No
     single or partial exercise by Secured Party of any right or
     remedy hereunder shall exhaust the same or shall preclude
     any other or further exercise thereof, and every such right

                             Page 12

<PAGE>

     or remedy hereunder may be exercised at any time.  No waiver
     of any provision hereof or consent to any departure by
     Debtor therefrom shall be effective unless the same shall be
     in writing and signed by Secured Party and then such waiver
     or consent shall be effective only in the specific
     instances, for the purpose for which given and to the extent
     therein specified.  No notice to or demand on Debtor in any
     case shall of itself entitle Debtor to any other or further
     notice or demand in similar or other circumstances.

          (e)  Costs and Expenses.  Debtor will upon demand pay
     to Secured Party the amount of any and all costs and
     expenses (including without limitation, attorneys' fees and
     expenses), which Secured Party may incur in connection with
     (i) the transactions which give rise to the Loan Documents,
     (ii) the preparation of this Agreement and the perfection
     and preservation of the security interests granted under the
     Loan Documents, (iii) the custody, preservation, use or
     operation of, or the sale of, collection from, or other
     realization upon, the Collateral, (iv) the exercise or
     enforcement of any of the rights of Secured Party under the
     Loan Documents, or (v) the failure by Debtor to perform or
     observe any of the provisions hereof.

          (f)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED
     BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     TEXAS AND APPLICABLE FEDERAL LAWS.

          (g)  Venue.  This Agreement has been entered into in
     Dallas County, Texas and it shall be performable for all
     purposes in such county.  Courts within the State of Texas
     shall have jurisdiction over any and all disputes arising
     under or pertaining to this Agreement and venue for any such
     disputes shall be in Dallas County, Texas.

          (h)  Severability.  If any provision of this Agreement
     is held by a court of competent jurisdiction to be illegal,
     invalid or unenforceable under present or future laws, such
     provision shall be fully severable, shall not impair or
     invalidate the remainder of this Agreement and the effect
     thereof shall be confined to the provision held to be
     illegal, invalid or unenforceable.

          (i)  No Obligation.  Nothing contained herein shall be
     construed as an obligation on the part of Secured Party to
     extend or continue to extend credit to Borrower.

          (j)  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, return receipt requested, sent to
     the intended addressee at the address set forth on the
     signature page hereof or to such different address as the
     addressee shall have designated by written notice sent
     pursuant to


                             Page 13

<PAGE>

     the terms hereof and shall be deemed to have been received
     either, in the case of personal delivery, at the time of
     personal delivery, in the case of expedited delivery
     service, as 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 his or 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.
          (k)  Binding Effect and Assignment.  This Agreement (i)
     creates a continuing security interest in the Collateral,
     (ii) shall be binding on Debtor and the heirs, executors,
     administrators and personal representatives of Debtor, and
     (iii) shall inure to the benefit of Secured Party and its
     successors and assigns.  Without limiting the generality of
     the foregoing, Secured Party may pledge, assign or otherwise
     transfer the Indebtedness and its rights under this
     Agreement and any of the other loan Documents to nay other
     party.  Debtor's rights and obligations hereunder may not be
     assigned or otherwise transferred without the prior  written
     consent of Secured Party.

          (l)  Termination.  Upon the satisfaction in full of the
     Indebtedness, or written release or termination delivered by
     Secured Party to Debtor, this Agreement and the security
     interests created hereby shall terminate.  Upon termination
     of this Agreement and Debtor's written request, Secured
     Party will, at Debtor's sole cost and expense, return to
     Debtor such of the Collateral as shall not have been sold or
     otherwise disposed of or applied pursuant to the terms
     hereof and execute and deliver to Debtor such documents as
     Debtor shall reasonably request to evidence such
     termination.

          (m)  Cumulative Rights.  All rights and remedies of
     Secured Party hereunder are cumulative of each other and of
     every other right or remedy which Secured Party may
     otherwise have at law or in equity or under any of the other
     Loan Documents, and the exercise of one or more of such
     rights or remedies shall not prejudice or impair the
     concurrent or subsequent exercise of any other rights or
     remedies.

          (n)  Gender and Number. Within this Agreement, words of
     any gender shall be held and construed to include the other
     gender, and words in the singular number shall be held and
     construed to include the plural and words in the plural
     number shall be held and construed to include the singular,
     unless in each instance the context requires otherwise.

          (o)  Descriptive Headings.  The headings in this
     Agreement are for convenience only and shall in no way
     enlarge, limit or define the scope or meaning of the various
     and several provisions hereof.

     EXECUTED as of the date first written above.

                             Page 14

<PAGE>


     Debtor's Address:                  DEBTOR:
----------------------
     10711 Preston Road, Suite 250
     Dallas, Texas 75230           TOTAL PHARMACY SUPPLY, INC.,
                                    a Texas corporation


                                   By:/s/ Thomas R. Baker
                                     --------------------------
                                    Thomas R. Baker, President

     Secured Party's Address:           BANK:
----------------------------------------
     Bank of Texas, N.A.
     5956 Sherry Lane, Suite 1100            BANK OF TEXAS, N.A.
     Dallas, Texas 75225
     Attention: David J. Broussard, Jr.
               Senior Vice President    By:/s/ Frank A. Sewell,IV
                                           ----------------------
                                          Frank A. Sewell, IV
                                          Banking Officer

                             Page 15

<PAGE>

                  PLEDGE AND SECURITY AGREEMENT
                  -----------------------------
          RX-PRO.COM, INC.
                   (AUGUST, 2000 FACILITY)


     THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is
made as of the10th day of August, 2000, by Rx-Pro.Com, Inc.
(hereinafter called "Debtor"), in favor of BANK OF TEXAS, N.A.
("Bank"). Debtor hereby agrees with Bank as follows:

     1.   Definitions.   As used in this Agreement, the following
terms shall have the meanings indicated below:

          (a)  The term "Borrower" shall mean Debtor, Park
     Pharmacy Corporation ("Park"), a Colorado corporation,
     Dougherty's Pharmacy, Inc. ("Dougherty"), a Texas
     corporation, Ravens Pharmacy, Inc. ("Ravens"), a Texas
     corporation, Total Pharmacy Supply, Inc. ("Total"), a Texas
     corporation, Park Infusion Services, LP ("PIS"), a Texas
     limited partnership, who are jointly and severally indebted
     to Bank..

          (b)  The term "Code" shall mean the Uniform Commercial
     Code as in effect in the State of Texas on the date of this
     Agreement or as it may hereafter be amended from time to
     time.

          (c)  The term "Collateral" shall mean all machinery,
     furniture, fixtures and equipment, and also all accounts
     receivable, inventory, accounts, instruments, documents,
     chattel paper, commercial tort claims, deposit accounts,
     letters of credit rights or letters of credit or rights to
     payment for money or sums advanced or sold, securities,
     certificates, general intangibles, payment intangibles, and
     any other tangible personal property or intangible personal
     property of every kind and character now located at Debtor's
     places of business or otherwise in Debtor's possession or
     control, or in the case of certain items of the Collateral
     requiring Bank to have possession to be perfected any of
     those items in the possession of, or at any time and from
     time to time hereafter delivered to, Secured Party (as
     hereinafter defined) or its agents, together with all
     certificates, options, rights or other distributions issued
     as an addition to, in substitution of, or in exchange for,
     or on account of, any of the foregoing, including without
     limitation, any property specifically described on Schedule
     "A" attached hereto and made a part hereof.

          (d)  The term "Indebtedness" shall mean all
     indebtedness of Borrower now or hereafter owing to Secured
     Party pursuant to that certain Loan Agreement dated of even
     date herewith, executed by Borrower  and Secured Party (the
     "Loan Agreement") and evidenced by a Revolving Line of
     Credit Note, a Term Equipment Note, and an Acquisition Line
     of Credit Note, all dated of even date herewith, executed by
     Borrower to

                             Page 1

<PAGE>



     and for the benefit of Secured Party, in the original
     principal amounts of $1,500,000.00 and $1,300,000.00 and
     $5,000,000.00, respectively, together with any other
     obligation or indebtedness due from Debtor to Secured Party
     in accordance with the terms of the Loan Documents,
     including without limitation any additional note to be
     executed by Borrower and payable to the order of Secured
     Party in accordance with the provisions of the Loan
     Agreement in respect of the Acquisition Line of Credit Note
     (collectively referred to herein as the "Note" or the
     "Notes"as the context requires), (ii) all accrued but unpaid
     interest on any of the indebtedness described in (i) above,
     (iii) all obligations owing to Secured Party under any
     documents evidencing, securing, governing and/or pertaining
     to all or any part of the indebtedness described in (i) and
     (ii) above, (iv) all costs and expenses incurred by Secured
     Party in connection with the collection and administration
     of all or any part of the indebtedness and obligations
     described in (i), (ii) and (iii) above or the protection or
     preservation of, or realization upon, the collateral
     securing all or any part of such indebtedness and
     obligations, including without limitation all reasonable
     attorneys' fees, and (v) all renewals, extensions,
     modifications and rearrangements of the indebtedness and
     obligations described in (i), (ii), (iii) and (iv) above.

          (e)  The term "Loan Documents" shall mean all
     instruments and documents evidencing, securing, governing,
     guaranteeing and/or pertaining to the Indebtedness.

          (f)  The term "Obligated Party" shall mean any party
     other than Borrower who secures, guarantees and/or is
     otherwise obligated to pay all or any portion of the
     Indebtedness.

          (g)  The term "Secured Party" shall mean Bank, its
     successors and assigns, including without limitation, any
     party to whom Bank, or its successors or assigns, may assign
     its rights and interests under this Agreement.

          (h)  Other capitalized terms not defined herein shall
     have the meaning ascribed to them in the Loan Agreement of
     even date herewith.

     All words and phrases used herein which are expressly
defined in Section 1.201 of Chapter 9 of the Code shall have the
meaning provided for therein.  Other words and phrases defined
elsewhere in the Code shall have the meaning specified therein
except to the extent such meaning is inconsistent with a
definition in Section 1.201 or Chapter 9 of the Code.

     2.   Security Interest.  As security for the Indebtedness,
Debtor, for value received, hereby grants to Secured Party a
continuing security interest in the Collateral.

     3.   Representations and Warranties.  Debtor hereby
represents and warrants the following to Secured Party:

                             Page 2


<PAGE>


          (a)  Enforceability.  This Agreement and Guaranty
     constitute legal, valid and binding obligations of Debtor,
     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.
          (b)  Ownership and Liens.  Debtor has good and
     marketable title to the Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement.
     Other than in the ordinary course of business for a non-
     material matter, no dispute, right of setoff, counterclaim
     or defense exists with respect to all or any part of the
     Collateral.  Debtor has not executed any other security
     agreement currently affecting the Collateral and no
     effective financing statement or other instrument similar in
     effect covering all or any part of the Collateral is on file
     in any recording office except as may have been executed or
     filed in favor of Secured Party.

          (c)  No Conflicts or Consents.  Neither the ownership,
     the intended use of the Collateral by Debtor, the grant of
     the security interest by Debtor to Secured Party herein nor
     the exercise by Secured Party of its rights or remedies
     hereunder, will (i) conflict with any provision of (A) any
     domestic or foreign law, statute, rule or regulation, or (B)
     any agreement, judgment, license, order or permit applicable
     to or binding upon Debtor, or (ii) result in or require the
     creation of any lien, charge or encumbrance upon any assets
     or properties of Debtor or of any person except as may be
     expressly contemplated in the Loan Documents.  Except as
     expressly contemplated in the Loan Documents, no consent,
     approval, authorization or order of, and no notice to or
     filing with, any court, governmental authority or third
     party is required in connection with the grant by Debtor of
     the security interest herein or the exercise by Secured
     Party of its rights and remedies hereunder.

          (d)  Security Interest.  Debtor has and will have at
     all times full right, power and authority to grant a
     security interest in the Collateral to Secured Party in the
     manner provided herein, free and clear of any lien, security
     interest or other charge or encumbrance.  This Agreement
     creates a legal, valid and binding security interest in
     favor of Secured Party in the Collateral securing the
     Indebtedness.  Possession by Secured Party of all
     certificates, instruments and cash constituting Collateral
     from time to time and/or the filing of the financing
     statements delivered prior hereto and/or concurrently
     herewith by Debtor to Secured Party will perfect and
     establish the first priority of Secured Party's security
     interest hereunder in the Collateral.

                             Page 3


<PAGE>


          (e)  Location.  Debtor's chief executive office and the
     office where the records concerning the Collateral are kept
     is located at the address set forth on the signature page
     hereof.

          (f)  Solvency of Debtor.  As of the date hereof, and
     after giving effect to this Agreement and the completion of
     all other transactions contemplated by Debtor at the time of
     the execution of this Agreement, (i) Debtor is and will be
     solvent, (ii) the fair saleable value of Debtor's assets
     exceeds and will continue to exceed Debtor's liabilities
     (both fixed and contingent), and (iii) Debtor is paying and
     will continue to be able to pay his debts as they mature.
     Solely for purposes of this warranty by the Debtor, and
     without affecting, modifying or otherwise amending any
     provision of any Loan Documents, Debtor's assessment of its
     solvency includes a claim of subrogation or contribution
     against each of the other entities comprising Borrower
     and/or a Guarantor (as defined in the Loan Documents) and/or
     any other obligated party in the event Debtor should pay
     more than its ratable share of the Indebtedness.

          (g)  Chattel Paper, Documents and Instruments. The
     chattel paper, documents and instruments of Debtor pledged
     hereunder have only one original counterpart and no party
     other than Debtor or Secured Party is in actual or
     constructive possession of any such chattel paper, documents
     or instruments.

     4.   Affirmative Covenants.  Debtor will comply with the
covenants contained in this Section 4 at all times during the
period of time this Agreement is effective unless Secured Party
shall otherwise consent in writing.

          (a)  Ownership and Liens.  Debtor will maintain good
     and marketable title to all Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement
     and the security interests and other encumbrances expressly
     permitted by the other Loan Documents.  Other than in the
     ordinary course of business for non-material matters, Debtor
     will not permit any dispute, right of setoff, counterclaim
     or defense to exist with respect to all or any part of the
     Collateral.  Debtor will not cause any financing statement
     or other security instrument with respect to the Collateral
     to be terminated, except as may exist or as may have been
     filed in favor of Secured Party.  Debtor will defend at his
     expense Secured Party's right, title and security interest
     in and to the Collateral against the claims of any third
     party.

          (b)  Further Assurances.  Debtor will from time to time
     at his expense promptly execute and deliver all further
     instruments and documents and take all further action
     necessary or appropriate or that Secured Party may request
     in order (i) to perfect and protect the security interest
     created or purported to be created hereby and the first

                             Page 4

<PAGE>


     priority of such security interest, (ii) to enable Secured
     Party to exercise and enforce its rights and remedies
     hereunder in respect of the Collateral, and (iii) to
     otherwise effect the purposes of this Agreement, including
     without limitation, executing and filing such financing or
     continuation statements, or amendments thereto.

          (c)  Payment of Taxes.  Debtor (i) will timely pay all
     property and other taxes, assessments and governmental
     charges or levies imposed upon the Collateral or any part
     thereof, (ii) will timely pay all lawful claims which, if
     unpaid, might become a lien or charge upon the Collateral or
     any part thereof, and (iii) will maintain appropriate
     accruals and reserves for all such liabilities in a timely
     fashion in accordance with generally accepted accounting
     principles.  Debtor may, however, delay paying or
     discharging any such taxes, assessments, charges, claims or
     liabilities so long as the validity thereof is contested in
     good faith by proper proceedings and provided Debtor has set
     aside adequate reserves therefor.

          (d)  Chattel Paper, Documents and Instruments.  Debtor
     will take such action as may be requested by Secured Party
     in order to cause any chattel paper, documents or
     instruments to be valid and enforceable and will cause all
     chattel paper to have only one original counterpart.  Upon
     request by Secured Party, Debtor will deliver to Secured
     Party all originals of chattel paper, documents or
     instruments and will mark all chattel paper with a legend
     indicating that such chattel paper is subject to the
     security interest granted hereunder.

          (e)  Insurance.  Debtor will insure the Collateral
     against perils of loss and/or liability and name Secured
     Party as an additional insured on all such policies of
     insurance in an amount not less than the amount of the
     original amount of the Indebtedness.  All such insurance
     shall be with such carriers as Secured Party may reasonably
     approve.  Debtor shall provide Secured Party with evidence
     of Debtor's compliance with this provision and with evidence
     of renewal of all such coverages throughout the term that
     any of the Indebtedness remains outstanding and unpaid.
     Upon request of Secured Party, Debtor will provide evidence
     of payment of renewal premiums and/or with updated policies,
     certificates of insurance or other evidence of Debtor's
     compliance with this provision at no cost or expense to
     Secured Party.

     5.   Negative Covenants.  Debtor will comply with the
covenants contained in this Section 5 at all times during the
period of time this Agreement is effective, unless Secured Party
shall otherwise consent in writing.

          (a)  Transfer or Encumbrance.  Other than in the
     ordinary course of business, Debtor will not (i) sell,
     assign (by operation of law or otherwise), transfer,
     exchange, lease or otherwise dispose of any of the
     Collateral, (ii) grant a lien or security interest in or

                             Page 5


<PAGE>

     execute, file or record any financing statement or other
     security instrument with respect to the Collateral to any
     party other than Secured Party, or (iii) deliver actual or
     constructive possession of the Collateral to any party other
     than Secured Party.

          (b)  Impairment of Security Interest.  Debtor will not
     take or fail to take any action which would in any manner
     impair the value or enforceability of Secured Party's
     security interest in any Collateral.

          (c)  Possession of Collateral.  Debtor will on or
     before the date hereof, deliver possession of any part of
     the Collateral to Secured Party where possession by Secured
     Party is required for perfection.

          (d)  Financing Statement Filings.  Debtor recognizes
     that financing statements pertaining to the Collateral will
     be or may be filed where Debtor maintains any Collateral,
     has its records concerning any Collateral or has its
     principal place of business/ residence.  Without limitation
     of any other covenant herein, Debtor will not cause or
     permit any change in the location of Debtor's office to a
     jurisdiction other than as represented in Section 3(e)
     unless Debtor shall have notified Secured Party in writing
     of such change at least thirty (30) days prior to the
     effective date of such change, and shall have first taken
     all action required by Secured Party for the purpose of
     further perfecting or protecting the security interest in
     favor of Secured Party in the Collateral.  In any written
     notice furnished pursuant to this Section 5(d), Debtor will
     expressly state that the notice is required by this
     Agreement and contains facts that may require additional
     filings of financing statements or other notices for the
     purpose of continuing perfection of Secured Party's security
     interest in the Collateral.

     6.   Rights of Secured Party.  Secured Party shall have the
rights contained in this Section 6 at all times during the period
of time this Agreement is effective.

          (a)  Additional Financing Statements Filings.  Debtor
     hereby authorizes Secured Party to file, without the
     signature of Debtor, one or more financing or continuation
     statements, and amendments thereto, relating to the
     Collateral.  Debtor further agrees that a carbon,
     photographic or other reproduction of this Security
     Agreement or any financing statement describing any
     Collateral is sufficient as a financing statement and may be
     filed in any jurisdiction Secured Party may deem
     appropriate.

          (b)  Power of Attorney. Debtor hereby irrevocably
     appoints Secured Party as Debtor's attorney-in-fact, such
     power of attorney being coupled with an interest, with full
     authority in the place and stead of Debtor and in the name
     of Debtor or otherwise from and after an Event of Default,
     and thereafter until such Event of Default has been cured


                             Page 6

<PAGE>

     and any other action, performance or assurance required of
     the Debtor has been performed or delivered from time to time
     and until released by the Secured Party in its sole and
     absolute discretion, to take any action and to execute any
     instrument which Secured Party may deem necessary or
     appropriate to accomplish the purposes of this Agreement,
     including without limitation: (i) to demand, collect, sue
     for, recover, compound, receive and give acquittance and
     receipts for moneys due and to become due under or in
     respect of the Collateral; (ii) to receive, endorse and
     collect any drafts or other instruments, documents and
     chattel paper in connection with clause (i) above; and (iii)
     to file any claims or take any action or institute any
     proceedings which Secured Party may deem necessary or
     appropriate for the collection and/or preservation of the
     Collateral or otherwise to enforce the rights of Secured
     Party with respect to the Collateral.

          (c)  Performance by Secured Party.  If Debtor fails to
     perform any agreement or obligation provided herein, Secured
     Party may itself perform, or cause performance of, such
     agreement or obligation, and the expenses of Secured Party
     incurred in connection therewith shall be a part of the
     Indebtedness, secured by the Collateral and payable by
     Debtor on demand.

     7.   Events of Default.  Each of the following constitutes
an "Event of Default" under this Agreement:

          (a)  Failure to Pay Indebtedness.  The failure, refusal
     or neglect of Borrower, or any Obligated Party to make any
     payment of principal or interest on the Indebtedness, or any
     portion thereof, as the same shall become due and payable
     and following ten (10) days written notice to cure the
     initial failure to pay an installment; or

          (b)  Non-Performance of Covenants.  The failure of
     Debtor or any Obligated Party to timely and properly
     observe, keep or perform any non-monetary covenant,
     agreement, warranty or condition required herein or in any
     of the other Loan Documents following thirty (30) days
     written notice to cure; or

          (c)  Default Under Other Loan Documents.  The
     occurrence of an event of default under any of the other
     Loan Documents; or

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

          (e)  Bankruptcy or Insolvency.  If Park, Dougherty,
     Ravens, Total, PIS, Debtor, 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 his or

                             Page 7

<PAGE>


     its inability to pay his or its debts as they become due;
     (ii) generally is not paying his or 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 or any of the Collateral,
     either in a proceeding brought by 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 sixty (60) days
     any attachment, sequestration or similar writ levied upon
     any property of such party; or (vi) fails to pay within
     thirty (30) days any final money judgment against such
     party.

          (f)  Execution on Collateral.  The Collateral or any
     portion thereof is taken on execution or other process of
     law in any action against Debtor; or

          (g)  Liquidation or Related Events.  The liquidation,
     dissolution, merger or consolidation of any one or more of
     Borrower or any Obligated Party not otherwise permitted in
     advance or approved by Secured Party in writing upon written
     request therefor by Debtor..

     8.   Remedies and Related Rights.  If an Event of Default
shall have occurred and for so long as same continues without
cure and any other performance required of the Debtor, and
without limiting any other rights and remedies provided herein,
under any of the other Loan Documents or otherwise available to
Secured Party, Secured Party may exercise one or more of the
rights and remedies provided in this Section.

          (a)  Remedies.  Secured Party may from time to time at
     its discretion, without limitation and without notice except
     as expressly provided in any of the Loan Documents:

               (i)  exercise in respect of the Collateral all the
          rights and remedies of a secured party under the Code
          (whether or not the Code applies to the affected
          Collateral);

                             Page 8

<PAGE>


               (ii)      require Debtor to, and Debtor hereby
          agrees that it will at its expense and upon request of
          Secured Party, assemble the Collateral as directed by
          Secured Party and make it available to Secured Party at
          a place to be designated by Secured Party which is
          reasonably convenient to both parties;

               (iii)     reduce its claim to judgment or
          foreclose or otherwise enforce, in whole or in part,
          the security interest granted hereunder by any
          available judicial procedure;

               (iv) sell or otherwise dispose of, at its office,
          on the premises of Debtor or elsewhere, the Collateral,
          as a unit or in parcels, by public or private
          proceedings, and by way of one or more contracts (it
          being agreed that the sale or other disposition of any
          part of the Collateral shall not exhaust Secured
          Party's power of sale, but sales or other dispositions
          may be made from time to time until all of the
          Collateral has been sold or disposed of or until the
          Indebtedness has been paid and performed in full), and
          at any such sale or other disposition it shall not be
          necessary to exhibit any of the Collateral;

               (v)  buy the Collateral, or any portion thereof,
          at any public sale;

               (vi) buy the Collateral, or any portion thereof,
          at any private sale if the Collateral is of a type
          customarily sold in a recognized market or is of a type
          which is the subject of widely distributed standard
          price quotations;

               (vii)     apply for the appointment of a receiver
          for the Collateral, and Debtor hereby consents to any
          such appointment; and

               (viii)    at its option, withdraw all amounts on
          deposit in respect of the Collateral and apply the same
          to the payment of the Indebtedness; and

               (ix) Debtor agrees that in the event Debtor is
          entitled to receive any notice under the Uniform
          Commercial Code, as it exists in the state governing
          any such notice, of the sale or other disposition of
          any Collateral, reasonable notice shall be deemed given
          when such notice is deposited in a depository
          receptacle under the care and custody of the United
          States Postal Service, postage prepaid, at Debtor's
          address set forth on the signature page hereof, ten
          (10) days prior to the date of any public sale, or
          after which a private sale, of any of such Collateral
          is to be held. Secured Party shall not be obligated to
          make any sale of Collateral regardless of notice of
          sale having been given.  Secured Party may adjourn any
          public or private sale from time to time by
          announcement at the time

                             Page 9

<PAGE>


          and place fixed therefor, and such sale may, without
          further notice, be made at the time and place to which
          it was so adjourned.

          (b)  Application of Proceeds.  If any Event of Default
     shall have occurred, Secured Party may at its discretion
     apply or use any cash held by Secured Party as Collateral,
     and any cash proceeds received by Secured Party in respect
     of any sale or other disposition of, collection from, or
     other realization upon, all or any part of the Collateral as
     follows in such order and manner as Secured Party may elect:

               (i)  to the repayment or reimbursement of the
          reasonable costs and expenses (including, without
          limitation, reasonable attorneys' fees and expenses)
          incurred by Secured Party in connection with (A) the
          administration of the Loan Documents, (B) the custody,
          preservation, use or operation of, or the sale of,
          collection from, or other realization upon, the
          Collateral, and (C) the exercise or enforcement of any
          of the rights and remedies of Secured Party hereunder;

               (ii) to the payment or other satisfaction of any
          liens and other encumbrances upon the Collateral;

               (iii)     to the satisfaction of the Indebtedness;

               (iv) by holding such cash and proceeds as
          Collateral;

               (v)  to the payment of any other amounts required
          by applicable law (including without limitation,
          Section 9.504(a)(3) of the Code or any other applicable
          statutory provision); and

               (vi) by delivery to Debtor or any other party
          lawfully entitled to receive such cash or proceeds
          whether by direction of a court of competent
          jurisdiction or otherwise.

          (c)  Deficiency.  In the event that the proceeds of any
     sale of, collection from, or other realization upon, all or
     any part of the Collateral by Secured Party are insufficient
     to pay all amounts to which Secured Party is legally
     entitled, Debtor and any party who guaranteed or is
     otherwise obligated to pay all or any portion of the
     Indebtedness shall be liable for the deficiency, together
     with interest thereon as provided in the Loan Documents.

          (d)  Non-Judicial Remedies.  In granting to Secured
     Party the power to enforce its rights hereunder without
     prior judicial process or judicial hearing, Debtor expressly
     waives, renounces and knowingly relinquishes any legal right
     which might otherwise

                             Page 10

<PAGE>


     require Secured Party to enforce its rights by judicial
     process.  Debtor recognizes and concedes that non-judicial
     remedies are consistent with the usage of trade, are
     responsive to commercial necessity and are the result of a
     bargain at arm's length.  Nothing herein is intended to
     prevent Secured Party or Debtor from resorting to judicial
     process at either party's option.

          (e)  Other Recourse.  Debtor waives any right to
     require Secured Party to proceed against any third party,
     exhaust any Collateral or other security for the
     Indebtedness, or to have any third party joined with Debtor
     in any suit arising out of the Indebtedness or any of the
     Loan Documents, or pursue any other remedy available to
     Secured Party.  Debtor further waives any and all notice of
     acceptance of this Agreement and of the creation,
     modification, rearrangement, renewal or extension of the
     Indebtedness.  Debtor further waives any defense arising by
     reason of any disability or other defense of any third party
     or by reason of the cessation from any cause whatsoever of
     the liability of any third party.  Until all of the
     Indebtedness shall have been paid in full, Debtor shall have
     no right of subrogation and Debtor waives the right to
     enforce any remedy which Secured Party has or may hereafter
     have against any third party, and waives any benefit of and
     any right to participate in any other security whatsoever
     now or hereafter held by Secured Party.  Debtor authorizes
     Secured Party, and without notice or demand and without any
     reservation of rights against Debtor and without affecting
     Debtor's liability hereunder or on the Indebtedness to (i)
     take or hold any other property of any type from any third
     party as security for the Indebtedness, and exchange,
     enforce, waive and release any or all of such other
     property, (ii) apply such other property and direct the
     order or manner of sale thereof as Secured Party may in its
     discretion determine, (iii) renew, extend, accelerate,
     modify, compromise, settle or release any of the
     Indebtedness or other security for the Indebtedness, (iv)
     waive, enforce or modify any of the provisions of any of the
     Loan Documents executed by any third party, and (v) release
     or substitute any third party.

     9.   Indemnity.  Debtor hereby indemnifies and agrees to
hold harmless Secured Party, and its officers, directors,
employees, agents and representatives (each an "Indemnified
Person") from and against any and all liabilities, obligations,
claims, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature
(collectively, the "Claims") which may be imposed on, incurred
by, or asserted against, any Indemnified Person arising in
connection with the Loan Documents, the Indebtedness, or the
Collateral (including without limitation, the enforcement of the
Loan Documents and the defense of any Indemnified Person's
actions and/or inactions in connection with the Loan Documents).
WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH
INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR
IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH
AND/OR ANY OTHER INDEMNIFIED PERSON, except to the limited extent
the Claims against an

                             Page 11

<PAGE>


Indemnified Person are proximately caused by such Indemnified
Person's gross negligence or willful misconduct.  If Debtor or
any third party ever alleges such gross negligence or willful
misconduct by any Indemnified Person, the indemnification
provided for in this Section shall nonetheless be paid upon
demand, subject to later adjustment or reimbursement, until such
time as a court of competent jurisdiction enters a final judgment
as to the extent and effect of the alleged gross negligence or
willful misconduct.  The indemnification provided for in this
Section shall survive the termination of this Agreement and shall
extend and continue to benefit each individual or entity who is
or has at any time been an Indemnified Person hereunder.

     10.  Miscellaneous.

          (a)  Entire Agreement.  This Agreement contains the
     entire agreement of Secured Party and Debtor with respect to
     the Collateral.  If the parties hereto are parties to any
     prior agreement, either written or oral, relating to the
     Collateral, the terms of this Agreement shall amend and
     supersede the terms of such prior agreements as to
     transactions on or after the effective date of this
     Agreement, but all security agreements, financing
     statements, guaranties, other contracts and notices for the
     benefit of Secured Party shall continue in full force and
     effect to secure the Indebtedness unless Secured Party
     specifically releases its rights thereunder by separate
     release.

          (b)  Amendment.  No modification, consent or amendment
     of any provision of this Agreement or any of the other Loan
     Documents shall be valid or effective unless the same is in
     writing and signed by the party against whom it is sought to
     be enforced.

          (c)  Actions by Secured Party.  The lien, security
     interest and other security rights of Secured Party
     hereunder shall not be impaired by (i) any renewal,
     extension, increase or modification with respect to the
     Indebtedness, (ii) any surrender, compromise, release,
     renewal, extension, exchange or substitution which Secured
     Party may grant with respect to the Collateral, (iii) any
     release or indulgence granted to any co-maker, endorser,
     guarantor or surety of the Indebtedness, or (iv) the
     assumption of the obligations of Borrower in respect of the
     Indebtedness by any other person or entity affiliated with
     the Borrower or any of Borrower's subsidiaries and their
     respective successors or assigns.  The taking of additional
     security by Secured Party shall not release or impair the
     lien, security interest or other security rights of Secured
     Party hereunder or affect the obligations of Debtor
     hereunder.

          (d)  Waiver by Secured Party.  Secured Party may waive
     any Event of Default without waiving any other prior or
     subsequent Event of Default.  Secured Party may remedy any
     default without waiving the Event of Default remedied.
     Neither the failure by Secured Party to exercise, nor the
     delay by Secured Party in exercising, any right or remedy
     upon any Event of Default shall be construed as a waiver of
     such Event of

                             Page 12

<PAGE>


     Default or as a waiver of the right to exercise any such
     right or remedy at a later date.  No single or partial
     exercise by Secured Party of any right or remedy hereunder
     shall exhaust the same or shall preclude any other or
     further exercise thereof, and every such right or remedy
     hereunder may be exercised at any time.  No waiver of any
     provision hereof or consent to any departure by Debtor
     therefrom shall be effective unless the same shall be in
     writing and signed by Secured Party and then such waiver or
     consent shall be effective only in the specific instances,
     for the purpose for which given and to the extent therein
     specified.  No notice to or demand on Debtor in any case
     shall of itself entitle Debtor to any other or further
     notice or demand in similar or other circumstances.

          (e)  Costs and Expenses.  Debtor will upon demand pay
     to Secured Party the amount of any and all costs and
     expenses (including without limitation, attorneys' fees and
     expenses), which Secured Party may incur in connection with
     (i) the transactions which give rise to the Loan Documents,
     (ii) the preparation of this Agreement and the perfection
     and preservation of the security interests granted under the
     Loan Documents, (iii) the custody, preservation, use or
     operation of, or the sale of, collection from, or other
     realization upon, the Collateral, (iv) the exercise or
     enforcement of any of the rights of Secured Party under the
     Loan Documents, or (v) the failure by Debtor to perform or
     observe any of the provisions hereof.

          (f)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED
     BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     TEXAS AND APPLICABLE FEDERAL LAWS.

          (g)  Venue.  This Agreement has been entered into in
     Dallas County, Texas and it shall be performable for all
     purposes in such county.  Courts within the State of Texas
     shall have jurisdiction over any and all disputes arising
     under or pertaining to this Agreement and venue for any such
     disputes shall be in Dallas County, Texas.

          (h)  Severability.  If any provision of this Agreement
     is held by a court of competent jurisdiction to be illegal,
     invalid or unenforceable under present or future laws, such
     provision shall be fully severable, shall not impair or
     invalidate the remainder of this Agreement and the effect
     thereof shall be confined to the provision held to be
     illegal, invalid or unenforceable.

          (i)  No Obligation.  Nothing contained herein shall be
     construed as an obligation on the part of Secured Party to
     extend or continue to extend credit to Borrower.

          (j)  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

                             Page 13

<PAGE>


     States mail, postage prepaid, registered or certified,
     return receipt requested, sent to the intended addressee at
     the address set forth on the signature page hereof or to
     such different address as the addressee shall have
     designated by written notice sent pursuant to the terms
     hereof and shall be deemed to have been received either, in
     the case of personal delivery, at the time of personal
     delivery, in the case of expedited delivery service, as 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 his or 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.
          (k)  Binding Effect and Assignment.  This Agreement (i)
     creates a continuing security interest in the Collateral,
     (ii) shall be binding on Debtor and the heirs, executors,
     administrators and personal representatives of Debtor, and
     (iii) shall inure to the benefit of Secured Party and its
     successors and assigns.  Without limiting the generality of
     the foregoing, Secured Party may pledge, assign or otherwise
     transfer the Indebtedness and its rights under this
     Agreement and any of the other loan Documents to nay other
     party.  Debtor's rights and obligations hereunder may not be
     assigned or otherwise transferred without the prior  written
     consent of Secured Party.

          (l)  Termination.  Upon the satisfaction in full of the
     Indebtedness, or written release or termination delivered by
     Secured Party to Debtor, this Agreement and the security
     interests created hereby shall terminate.  Upon termination
     of this Agreement and Debtor's written request, Secured
     Party will, at Debtor's sole cost and expense, return to
     Debtor such of the Collateral as shall not have been sold or
     otherwise disposed of or applied pursuant to the terms
     hereof and execute and deliver to Debtor such documents as
     Debtor shall reasonably request to evidence such
     termination.

          (m)  Cumulative Rights.  All rights and remedies of
     Secured Party hereunder are cumulative of each other and of
     every other right or remedy which Secured Party may
     otherwise have at law or in equity or under any of the other
     Loan Documents, and the exercise of one or more of such
     rights or remedies shall not prejudice or impair the
     concurrent or subsequent exercise of any other rights or
     remedies.

          (n)  Gender and Number. Within this Agreement, words of
     any gender shall be held and construed to include the other
     gender, and words in the singular number shall be held and
     construed to include the plural and words in the plural
     number shall be held and construed to include the singular,
     unless in each instance the context requires otherwise.

                             Page 14

<PAGE>


          (o)  Descriptive Headings.  The headings in this
     Agreement are for convenience only and shall in no way
     enlarge, limit or define the scope or meaning of the various
     and several provisions hereof.

     EXECUTED as of the date first written above.

     Debtor's Address:                       DEBTOR:
     ------------------
     10711 Preston Road, Suite 250
     Dallas, Texas 75230                     RX-PRO.COM, INC.,
                                              a Texas corporation


                                             By:/s/ Jim Moncrief
                                              -----------------------
                                              Jim Moncrief, President

     Secured Party's Address:                BANK:
---------------------------------------------
     Bank of Texas, N.A.
     5956 Sherry Lane, Suite 1100            BANK OF TEXAS, N.A.
     Dallas, Texas 75225
     Attention: David J. Broussard, Jr.
               Senior Vice President         By:/s/ Frank A. Sewell, IV
                                             ------------------------
                                             Frank A. Sewell, IV
                                             Banking Officer

                             Page 15