Exhibit 10.2

     LOAN AGREEMENT

  June 8, 2001


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

RX-Pro.Com, Inc.                  Ravens Pharmacy, Inc.
Attention: Mr. James W. Moncrief, Attention: Mr.  Thomas R. Baker,
President                         President
10711 Preston Road, Suite 250     10711 Preston Road, Suite 250
Dallas, Texas 75230               Dallas, Texas 75230

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

MJN Enterprises, Inc.             Park-Medicine Man, LP
Attention: Mr. Thomas R. Baker,   Attention: Mr. Thomas R. Baker,
President                         sole manager of the general
                                  partner
10711 Preston Road, Suite 250     10711 Preston Road, Suite 250
Dallas, Texas 75230               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
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, Park Infusion
Services, LP ("PIS"), a Texas limited partnership, MJN
Enterprises, Inc. ("MJN"), a Texas corporation and Park-Medicine
Man, LP ("PMM"), 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

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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, costs 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.   $7,000,000.00 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
          December 31, 2001, the maturity date of the
          $7,000,000.00 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 $7,000,000.00 (the "Revolving Line of
          Credit" or the "Maximum LOC Commitment Amount") as same
          may be reduced by the amount of each Acquisition Note
          as provided below, 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 and any future subsidiaries
          or affiliates of Park.  The sums advanced under the
          Revolving Line of Credit Note shall be used by the
          Borrower to provide (i) working capital support for
          Borrower, (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 "August
          10, 2000 Credit Facility," and (iii) any future
          acquisitions.

     b.   $900,000.00 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 through December 1,
          2001, in a single advancement the amount of
          $900,000.00.  This Note (the "Term Loan" or "Term
          Note") will provide accrued interest payable monthly
          and a monthly principal payment in the amount of
          $150,000.00.  The entire Note will mature on December
          1, 2001.  Collateral for the Term Loan shall include
          not only equipment, but accounts receivable, inventory,
          general intangibles, payment intangibles and all other
          assets of Borrower as defined below.  No leased or
          third party owned equipment shall be

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          included in "assets of Borrower."  The monies advanced
          on the Term Note will be used by Borrower to refinance
          a portion 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 the August 10, 2000 Credit
          Facility.

     c.   Provisions for Acquisition Financing.  For any advance
          under the Revolving Line of Credit Note for an
          acquisition, Borrower shall pay Bank a fee of three-
          fourths of one percent (.75%) the amount drawn to fund
          each such acquisition.  This fee shall be payable in
          cash at the date of closing of each acquisition to the
          extent of the amount funded under the Revolving Line of
          Credit Note. No such fee shall be payable with respect
          to working capital or other advances.  For any
          acquisition financed under the Revolving Line of Credit
          Note, Borrower shall deliver to Bank within one hundred
          and eighty (180) days of the date of the closing of
          such acquisition a separate sixty (60) month fully
          amortizing term loan promissory note (an "Acquisition
          Note") with a principal amount equal to that amount
          funded under the Revolving Line of Credit Note for the
          purposes of that acquisition.  Interest on each
          Acquisition Note shall be the same rate of interest as
          stated in the Revolving Line of Credit Note.  Each such
          note shall hereinafter be referred to as an
          "Acquisition Note" and the amounts of indebtedness due
          from Borrower to Bank and all compliance certificates
          to be made by Borrower to Bank under the terms of this
          Agreement shall include the principal amount of each
          such Acquisition Note.  Bank and Borrower anticipate
          that in the near future the first Acquisition Note will
          be made.  The form of that initial note shall be
          substantially similar to the attached Exhibit "E" with
          a projected original principal amount of $4,149,211.00.

     d.   The two (2) notes identified in 1.a. and 1.b.
          above and any additional note made by the Borrower in
          satisfaction of c. above (which collectively with the
          two (2) notes described above are the  "Notes") will
          provide that the Notes are cross-collateralized and
          cross-defaulted.  As Borrower meets its obligations
          under the Revolving Line of Credit Note 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 in addition to an Acquisition
          Note; (i) a written pledge and security agreement
          (substantially in the form of the pledge and security
          agreements to be executed to secure the Revolving Line
          of Credit Note granting a lien and security interest on
          all assets so acquired, (ii) execution and delivery of
          all necessary financing statements or other
          documentation or agreements required by Bank to perfect
          a


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          first and prior security interest in the Additional
          Collateral, (iii) if applicable, evidence of the
          authorization and binding effect of that future
          subsidiary's proffered performance under those new
          agreements and/or documents, and (iv) payment of all
          Bank's costs, including without limitation the .75% fee
          described in 1.c. above and all 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
Revolving 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 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
two (2) 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," and the
"Term 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
$7,900,000.00 (the "Commitment Amount"), and otherwise in form
and substance acceptable to Bank.  Interest on the two (2) Notes
and any subsequently executed Acquisition Note shall accrue at
"Wall Street Journal Prime."  The principal of and interest on
the Notes comprising the Loan and any subsequent refinancing of a
portion of the Revolving Line of Credit Note by an Acquisition
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


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          Collateral"), more particularly described in those
          eight (8) certain Pledge Agreements or Pledge and
          Security Agreements dated of even date herewith,
          executed as appropriate, by Park, Dougherty, RX,
          Ravens, Total, PIS, MJN and PMM to or for the benefit
          of Bank (each hereafter referred to as a "Pledge
          Agreement").  Borrowers 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 Note (if any):    (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 Note and (ii) all the Collateral securing
          the Revolving Line of Credit Note described above.
     d.   Guaranty Agreements:  If in accomplishing an
          acquisition, Park elects to hold the assets so acquired
          in a subsidiary or other affiliate, then, as part of
          the requirements discussed above, Borrower further
          agrees to provide to Bank a new pledge and security
          agreement, in respect of the assets acquired in that
          financing, and, if Bank so requires, a separate written
          guaranty agreement (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 and/or
          affiliate 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 all of the Notes
          are also collateral for every 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 every
          other Note.

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     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) "Additional Collateral"  Any future item of
               personal property or personal property right,
               interest, account receivable or other eligible
               asset not encompassed within the definition of
               Collateral as at the date of this Loan as to which
               Borrower grants Bank a security interest to secure
               Borrower's obligations hereunder and/or to
               increase the Borrowing Base Amount or "Borrowing
               Base" all as defined herein.

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

               (iv) "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 in any form mixed, together
               with all insurance coverages and/or proceeds,
               warranties, 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.

               (v)  "Borrowing Base Amount or "Borrowing Base"
               That amount which is equal to two and three-
               fourths (2-3/4) times the total of the trailing
               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 Revolving 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

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<PAGE>


               by case basis, certain add-backs associated with a
               particular acquisition or other accounting
               adjustments reasonably related thereto.

               (vi) "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, PIS, MJN, PMM or any future
               subsidiary or affiliate of Park in respect of
               inter-company obligations as well as any
               obligations with a third party.

               (vii)     "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.

               (viii)    "Guarantor"    Any future subsidiary or
               affiliate 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.

               (ix) "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.

               (x)  "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.

               (xi) "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").

               (xii)     "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.

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               (xiii)    "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.

               (xiv)     "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.

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
          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 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 an amount
          dictated by the then facts and in form reasonably
          satisfactory to the Bank.  Upon any 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
          nor entitled to require Bank to refinance any portion
          thereof by means of an Acquisition 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.   The total amount of
          the indebtedness owed by Borrower to Bank under the
          Notes shall never exceed the Borrowing Base.

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     b.   Advancement on Term Note.  Borrower shall be entitled
          to one (1) advance on the Term Note in the amount and
          based upon and subject to the provisions of paragraph
          1(b), above.  The amount of advancement to the Term
          Note shall be $900,000.00.

5.   Representations and Warranties.    Park, Dougherty, RX,
Ravens, Total, PIS, MJN and PMM 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.

     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 in all material respects 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

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<PAGE>


          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
          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
two (2) Notes initially made, to any Acquisition Note 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:

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<PAGE>



     (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, PIS, MJN, PMM and each
          Guarantor, if any.   Each report will contain a copy of
          an unaudited financial report of those eight 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, PIS,
          MJN, and PMM and each Guarantor, if any, at the date
          and for the periods indicated therein;

     (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 Park 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 or affiliate 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 each entity comprising
          Borrower 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

                               11

<PAGE>


          accordance with GAAP.  Borrower commits to pay on the
          Term Note quarterly, only and for so long as it remains
          outstanding, an amount equal to fifty percent (50%) of
          the net operating income adjusted downward by all
          amounts of debt service paid on this Credit Facility.
          All such sums shall be due thirty (30) days from
          quarter end commencing with the quarter ending June 30,
          2001;

     (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.

     (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 each entity comprising Borrower 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

                               12


<PAGE>


          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;

     (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 liability and property
          casualty insurance with financially sound and reputable
          insurance companies at least in such amounts and
          against liability, casualty and other risks as are
          usually insured against by persons engaged in similar
          businesses.  Each policy 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.  With respect to Borrowers that are
          corporations, 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
          (except where the failure to be so licensed or
          qualified will not have a material adverse effect on
          its

                               13


<PAGE>


          business or create rights or claims of each such state
          which would compromise Bank's security interests in,
          and/or the value of, the Collateral).   For any entity
          now or hereafter comprising Borrower which is a limited
          liability company to have filed all such articles and
          to take all such subsequent steps to pay such fees,
          costs, taxes or charges required by each jurisdiction
          having authority over that entity and/or the property
          owned by that entity so that each such limited
          liability company is qualified and authorized to
          conduct and do business in each such jurisdiction
          (except where the failure to be so licensed or
          qualified will not have a material adverse effect on
          its business or create rights or claims of each such
          state which would compromise Bank's security interests
          and/or the value of the Collateral).  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 (except where the failure to
          be so licensed or qualified will not have a material
          adverse effect on its business or create rights or
          claims of each such state which would compromise Bank's
          security interests and/or the value of the Collateral);

     (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;

     (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 each entity comprising Borrower 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

                               14


<PAGE>


          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 notify
          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 Note (if any) 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, (iii) loans by any one of
          the eight entities comprising the Borrower to any one
          or more of the other entities comprising the Borrower,
          and (iv) debt set forth on Borrower's March 31, 2001
          financial statements;

     (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

                               15

<PAGE>


          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,
          directly or indirectly, cash dividends to Park;

     (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 this
          Agreement as reflected by the financial statements
          submitted to the Bank dated as of March 31, 2001;

     (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

                               16


<PAGE>


          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;

     (h)  Capital Expenditures.  Permit its aggregate
          capital expenditures to exceed $500,000.00 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, James W. 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 June 30, 2001 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 on a
               twelve (12) month trailing basis less cash taxes
               paid divided by all principal due and payable
               within the next twelve (12) months and interest
               payments actually paid during the prior twelve
               (12) months.   This standard shall be calculated
               and reported by Borrower on a monthly basis; or

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

                               17


<PAGE>


          (v)  to result in a ratio of total funded senior debt
               to margin collateral of 1.25 to 1.0 on a trailing
               twelve (12) months' basis adjusted quarterly
               beginning with the quarter ending June 30, 2001
               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.

     (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

                               18

<PAGE>


          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 James W. 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 James W. Moncrief, Borrower shall
          give written advice of such event to the Bank and
          demonstrate that either Thomas R. Baker or James W.
          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 James W.
          Moncrief.  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.

     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.

                               19


<PAGE>



     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 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, any Acquisition 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.

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

                               20


<PAGE>



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. or by an authorized party acting as attorney-in-
fact or agent as provided herein.

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.

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.

                               21


<PAGE>



18.  Participation of the Loan.    Borrower acknowledges 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 Borrower
consents to all such acts, as Bank may require, which may
include, the disclosure to each prospective or actual purchaser
of any financial and other information available to Bank
concerning Borrower.

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 expressly waiving Borrower's
and any other Obligated Party's right to a trial by jury in a
form satisfactory to Bank.

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 daily unused portion of the Maximum LOC Commitment
Amount (reduced by the amount of each Acquisition Note), from and
including June 8, 2001 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 June 30, 2001, and ending on the Maturity Date.
Borrower shall also pay an advancement fee for any Acquisition
Note equal to three-quarter of one percent (.75%) of each amount
requested by Borrower to be advanced in accordance with the
provisions above.  That advancement fee shall be payable in cash
on the date of funding of each Acquisition Note and shall be paid
by Borrower from its own resources.

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
August 10, 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 and all of their respective
obligations under the Loan Documents executed in connection with
the previous August 10, 2000 Credit Facility

                               22


<PAGE>


shall, in accordance with the express terms and provisions
therein, 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 August 10, 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.  Borrower declares and acknowledges that it has no, and
waives any and all, claims, defenses, rights and/or causes of
action which Borrower may have in respect of the March 6, 2000
Credit Facility and/or the August 10, 2000 Credit Facility
heretofore entered into by and between Borrower, as the Borrower
therein, and Bank, as the lender therein.

     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
                                 Assistant Vice President


READ, AGREED AND APPROVED:

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


By:  /s/ Thomas R. Baker            By: /s/ James W. Moncrief
    ---------------------------     ----------------------------
    Thomas R. Barker, President     James W. Moncrief, President
Date:    6-8-01                     Date:  6-8-01
     ------------------------        ---------------------------

                               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:    6-8-01                   Date:  6-8-01
     ---------------------------      -------------------------


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

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


MJN ENTERPRISES, INC.,            PARK-MEDICINE MAN, LP,
a Texas corporation               a Texas limited partnership

                                  By: Park-Medicine Man GP, LLC
By: /s/ Thomas R. Baker               a Texas limited liability
   -----------------------------       company,
    Thomas R. Baker, President        the general partner

                                  By:  /s/ Thomas R. Baker
                                     --------------------------
                                        Thomas R. Baker,
                                        its sole manager

                               24
<PAGE>

                           EXHIBIT "A"

                     COMPLIANCE CERTIFICATE
                     ----------------------

This Compliance Certificate is effective for the quarter ending
("Current Period"), and is prepared pursuant to the Loan
Agreement between Park Pharmacy Corporation , Dougherty's
Pharmacy, Inc. and RX-Pro.Com, Inc., Ravens Pharmacy, Inc., Total
Pharmacy Supply, Inc., Park Infusion Services, LP, MJN
Enterprises, Inc., and Park-Medicine Man, LP (collectively herein
the "Borrower") and BANK OF TEXAS, N.A. ("Bank") dated June 8,
2001.  Capitalized terms used herein but not otherwise defined
herein shall have the meanings specified by the Loan Agreement.

1.   Covenants; Default. Each entity comprising Borrower hereby
jointly and severally certifies to Bank, effective as of the date
of execution of this Compliance Certificate, as follows:

     1.1       Covenants. All covenants of Borrower set forth in
     the Loan Agreement that are required to be performed as of
     the date hereof have been performed and maintained in all
     material respects, and such covenants continue to be
     performed and maintained as of the execution date of this
     certificate, except as follows:

     1.2  Event of Default. There exists no Event of Default
     except as follows:

2.   Covenants. Borrower hereby certifies to Bank, effective as
of the Current Period stated above, that the following amounts
and calculations made pursuant to the Loan Agreement on a
consolidated or, as shown, on an individual, basis are true and
correct:

     2.1  Minimum Current Ratio.   As of the end of the current
     month end, the Borrower's minimum current ratio on a
     consolidated basis (current assets divided by current
     liabilities) is _____ (not less than 1.5 to 1.0).

     2.2  Debt Service Coverage.   The Consolidated Debt Service
     Coverage for the Loan is ____, calculated on the basis of
     adjusted EBITDA on a trailing twelve (12) month basis less
     cash taxes paid divided by all principal due and payable
     within the next twelve (12) months and interest payments
     actually paid during the prior twelve (12) months (to be at
     least 1.3 to 1.0).

     2.3  Limit on Senior Funded Debt.  The total Senior Funded
     Debt to adjusted EBITDA on a consolidated basis is ____
     times the prior trailing twelve (12) months EBITDA, as
     reported  and measured quarterly (not to exceed 3.0).

                               25

<PAGE>

     2.4  Senior Debt to Margin Collateral Limits.     The ratio
     of total funded Senior Debt  to Margin Collateral is _____
     to 1 for the immediately prior trailing twelve (12) months
     adjusted quarterly (the ratio shall not be greater than 1.25
     to 1.0).  Margin Collateral shall include Eligible Accounts
     Receivable, Eligible Inventory and Eligible Equipment.

     EXECUTED as of the date first referenced above.

BORROWER:

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


By:                                By:
   --------------------------         -------------------------
Name:                              Name:
     ------------------------           -----------------------
Title:                             Title:
      -----------------------            ----------------------


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


By:                                By:
   --------------------------         -------------------------
Name:                              Name:
     ------------------------           -----------------------
Title:                             Title:
     ------------------------           -----------------------
PARK INFUSION SERVICES, LP,        RAVENS PHARMACY, INC.
a Texas limited partnership        a Texas corporation

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

                               26


<PAGE>


MJN ENTERPRISES, INC.,           PARK-MEDICINE MAN, LP,
a Texas corporation              a Texas limited partnership

                                 By: Park-Medicine Man GP, LLC
By:                                   a Texas limited liability
   -------------------------           company,
  Thomas R. Baker, President            the general partner

                                 By:
                                    ---------------------------
                                       Thomas R. Baker,
                                       its sole manager


                           SCHEDULE 1
                               to
                           Exhibit "A"

      PARK PHARMACY CORPORATION, DOUGHERTY'S PHARMACY, INC.
            RX-PRO.COM, INC., RAVENS PHARMACY, INC.,
     TOTAL PHARMACY SUPPLY, INC, PARK INFUSION SERVICES, LP,
         MJN ENTERPRISES, INC. and PARK-MEDICINE MAN, LP
                         AS THE BORROWER

EBITDA FOR PERIOD ENDING _________________

1)   Prior twelve (12) months' proforma EBITDA on a consolidated
basis is       __________

2)   Plus quarter ending ______ EBITDA            ___________

3)   Less now fifth quarter EBITDA to be deducted ___________

4)   New twelve month trailing EBITDA on a
     consolidated basis                           ___________

5)   Indebtedness outstanding revolving line
     of credit facility                           ___________

     (a)  Revolving Line of
          Credit Note              ___________

     (b)  Term Note                ___________

     (c)  Acquisition Line
          of Credit                ___________

     (d)  Refinanced Acquisition
           Line of Credit
           Advancement Amount      ___________

6)   Total Indebtedness Owed by Borrower to Bank  ____________
     (the total of items 5(a)-(d))

7)   Line 6 less 3.0 times line 4

                               27

<PAGE>

The undersigned hereby certifies that the Total Indebtedness due
by Borrower to Bank if less than two and one-half (2-1/2) times
the adjusted EBITDA of all entities comprising Borrower.

<PAGE>

The undersigned hereby certifies that the Total Indebtedness due
by Borrower to Bank if less than two and one-half (2-1/2) times
the adjusted EBITDA of all entities comprising Borrower.


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


By:                                By:
   --------------------------         -------------------------
Name:                              Name:
     ------------------------           -----------------------
Title:                             Title:
      -----------------------            ----------------------


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


By:                                By:
   --------------------------         -------------------------
Name:                              Name:
     ------------------------           -----------------------
Title:                             Title:
     ------------------------           -----------------------
PARK INFUSION SERVICES, LP,        RAVENS PHARMACY, INC.
a Texas limited partnership        a Texas corporation

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


MJN ENTERPRISES, INC.,             PARK-MEDICINE MAN, LP,
a Texas corporation                a Texas limited partnership

                                   By: Park-Medicine Man GP, LLC
By:                                     a Texas limited
   -------------------------             liability company,
  Thomas R. Baker, President              the general partner

                                   By:
                                      --------------------------
                                         Thomas R. Baker,
                                         its sole manager

                               28

<PAGE>

                           EXHIBIT "B"

     Approved form of written guaranty agreement to be completed
for signature by a future subsidiary of Park under conditions
specified in the Loan Agreement.

                               29
<PAGE>
                           EXHIBIT "C"

     Approved form of Pledge and Security Agreement to be
completed under conditions set forth in the Loan Agreement.

                               30

<PAGE>
                           EXHIBIT "D"



1.   Location of Debtor's principal place of business.

  Name of Entity                 Address
  --------------                 -------
  Park Pharmacy Corporation      10711 Preston Road, Suite 250
                                 Dallas, Texas 75230

  Dougherty's Pharmacy, Inc.     10711 Preston Road, Suite 250
                                 Dallas, Texas 75230

  RX-Pro.Com, Inc.               10711 Preston Road, Suite 250
                                 Dallas, Texas 75230

  Ravens Pharmacy, Inc.          10711 Preston Road, Suite 250
                                 Dallas, Texas 75230

  Total Pharmacy Supply, Inc.    10711 Preston Road, Suite 250
                                 Dallas, Texas 75230

  Park Infusion Services, LP     10711 Preston Road, Suite 250
                                 Dallas, Texas 75230

  MJN Enterprises, Inc.          10711 Preston Road, Suite 250
                                 Dallas, Texas 75230

  Park-Medicine Man, LP          10711 Preston Road, Suite 250
                                 Dallas, Texas 75230

2.  Location where Collateral is maintained.

  Name of Entity                 Address
  --------------                 -------
  Park Pharmacy Corporation      10711 Preston Road, Suite 250
                                 Dallas, Texas 75230

  Dougherty's Pharmacy, Inc.     515 Preston Royal Village
                                 Dallas, Texas 75230


                               31


<PAGE>

  RX-Pro.Com, Inc.               10711 Preston Road, Suite 210
                                 Dallas, Texas 75230

  Ravens Pharmacy, Inc.          500 West Jefferson
                                 Dallas, Texas 75208

  Total Pharmacy Supply, Inc.    2016 E. Randol Mill Road, Suite
                                 403
                                 Arlington, Texas 76011

  Park Infusion Services, LP     4319 Medical Drive, Suite 250
                                 San Antonio, Texas 78229

  MJN Enterprises, Inc.          1221 Corporate Drive East
                                 Arlington, Texas 76006

  Park-Medicine Man, LP          1212 South Gordon
                                 Alvin, Texas 77511-3445

                                 131 East Hospital Drive
                                 Angleton, Texas 77515-4111

                                 2415 Main
                                 Dickinson, Texas 77539-6624

                                 13250 Highway 6
                                 Santa Fe, Texas 77510-7682

                               32