<PAGE>
                                                                   EXHIBIT 10.34


                               AMENDMENT NO. 4 TO
                              THE CREDIT AGREEMENT

                  AMENDMENT NO. 4 TO THE CREDIT AGREEMENT (this "Amendment")
dated as of May 29, 2002 is entered into by and among AdvancePCS, f/k/a Advance
Paradigm, Inc., a Delaware corporation (the "Borrower"), the Subsidiary
Guarantors party hereto, the Lenders party hereto, Bank One, N.A. ("Bank One"),
as Documentation Agent, Bank of America, N.A. ("Bank of America"), as Collateral
Agent and as Administrative Agent for the Lender Parties, Merrill Lynch, Pierce.
Fenner & Smith Incorporated, as Book-Runner, Lead Arranger and Syndication
Agent, and Banc of America Securities LLC, as Joint Book-Runner and Joint Lead
Arranger. Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Credit Agreement (as defined below).

                  PRELIMINARY STATEMENTS:

                  WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders
and the Agents have entered into a Credit Agreement dated as of October 2, 2000,
as amended by Amendment No. 1 to the Credit Agreement dated as of November 3,
2000, Amendment No. 2 to the Credit Agreement dated as of June 22, 2001 and
Amendment No. 3 to the Credit Agreement dated as of August 24, 2001 (as so
amended and as otherwise amended, restated and modified from time to time, the
"Credit Agreement"); and

                  WHEREAS, the Borrower and its subsidiaries (i) intend to
increase the amount of the Asset Securitization from $150,000,000 to
$300,000,000, which increased Asset Securitization shall consist of receivables
having an average daily outstanding balance during any calendar month of
approximately $500,000,000, and (ii) have requested that the Required Lenders
approve certain other amendments to the Credit Agreement;

                  NOW, THEREFORE, in consideration of the mutual promises and
obligations contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Subsidiary Guarantors and the Required Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.

                  SECTION 1. Amendment. The Credit Agreement is, effective as of
the Amendment No. 4 Effective Date (as defined herein), hereby amended as
follows:

                           (a) The definition of "Asset Securitization" in
                  Section 1.01 of the Credit Agreement is deleted in its
                  entirety and replaced with the following definition:

                  "`ASSET SECURITIZATION' means the structured receivables
         financing transaction entered into by and among (i) the Originator,
         (ii) AFC Receivables Holding Corporation, a Delaware corporation, as
         the initial seller, (iii) the Receivables Subsidiary, as the subsequent
         seller, (iv) General Electric Capital Corporation ("GE CAPITAL"), as
         administrative agent and committed purchaser, and (v) Redwood
         Receivables Corporation, as conduit purchaser (together with GE
         Capital, the "PURCHASERS") on December 10, 2001, and amended and
         increased on or about May 31, 2002, providing for the contribution and
         transfer of Securitization Receivables, having a final purchase date




<PAGE>






         not later than 5 years from December 10, 2000 and a facility commitment
         not to exceed $300,000,000, provided that (a) the Receivables held by
         the Receivables Subsidiary in connection with the Asset Securitization
         shall be Securitization Receivables, (b) the monetary Obligations of
         the Receivables Subsidiary in respect of the Asset Securitization shall
         be non-recourse to any Loan Party (other than such recourse as is
         customary in receivables securitization transactions of this type), (c)
         the documentation relating to the Asset Securitization shall be in form
         and substance reasonably satisfactory to the Administrative Agent, (d)
         the Borrower and its Subsidiaries shall clearly indicate on their
         records which Receivables are Securitization Receivables that have been
         transferred to the Receivables Subsidiary and (e) the Administrative
         Agent shall be reasonably satisfied that all amounts relating to the
         Securitization Receivables shall not be commingled with cash or other
         amounts of the Borrower and its Subsidiaries (other than the
         Receivables Subsidiary) and that all amounts paid in respect of the
         Securitization Receivables shall be deposited into one or more
         lockboxes or other bank accounts in which no other funds are deposited
         on terms and conditions reasonably satisfactory to the Administrative
         Agent."

                  (b) The definition of "Debt" in Section 1.01 of the Credit
         Agreement is hereby amended by (i) deleting the portion of the
         penultimate sentence thereof after the words "It is understood that
         "Debt" shall not include any Business Guarantee", (ii) deleting the
         word "and" at the end of subclause (i) thereof; (iii) replacing the
         period at the end of subclause (j) thereof with "; and" and (iv) adding
         the following new subclause (k) immediately to the end of the existing
         subclause (j):

                           "(k) the outstanding attributed capital investment
                  amount of the Asset Securitization."

                  (c) Section 1.01 of the Credit Agreement is amended to insert
         the following definition:

                  "ORIGINATOR" means AdvancePCS Health, L.P., an indirect
         wholly-owned subsidiary of the Borrower.

                  (d) The definition of "Securitization Receivables" in Section
         1.01 of the Credit Agreement is deleted in its entirety and replaced
         with the following definition:

                  "`SECURITIZATION RECEIVABLES' means, all receivables of the
         Originator that are both (a) generated by the claims processing systems
         of the Borrower or any of its Subsidiaries and (b) billed or to be
         billed by the Recap or RxClaims processing systems, or their successor
         systems, of the Borrower or any of its Subsidiaries; provided, however,
         that "Securitization Receivables" shall not include: (i) receivables
         consisting of amounts owing to the Originator from drug manufacturers
         in respect of rebates, disease management or other
         manufacturer-sponsored programs, (ii) receivables consisting of amounts
         owing to the Originator directly from patients or (iii) any other
         receivables that are not both (A) generated by the claims processing
         systems of the Borrower or any of its Subsidiaries and (B) billed or to
         be billed by the Recap or RxClaims processing systems, or their
         successor systems, of the Borrower or any of its Subsidiaries. For the
         avoidance


                                       2


<PAGE>


         of doubt, the receivables that constitute Securitization Receivables
         shall be deemed to include amounts owing to the Originator in respect
         of products sold and/or services rendered by the Originator and
         transferred to the Receivables Subsidiary pursuant to the terms of the
         Asset Securitization (so long as such amounts are both (a) generated by
         the claims processing systems of the Borrower or any of its
         Subsidiaries and (b) billed or to be billed by the Recap or RxClaims
         processing systems, or their successor systems, of the Borrower or any
         of its Subsidiaries), in all cases regardless of whether such amounts
         are characterized as accounts receivable, general intangibles or
         otherwise, and shall be deemed to include as well certain related
         rights, such as agreements or other arrangements supporting or securing
         payment of any such receivables or obligations, described in the
         documentation approved by the Administrative Agent in connection with
         the Asset Securitization."

                      (e) Section 3.02 of the Credit Agreement is hereby amended
         by (i) deleting the word "and" at the end of subclause (i) thereof;
         (ii) replacing the period at the end of subclause (ii) thereof with ";
         and" and (iii) adding the following new subclause (iii) immediately to
         the end of such Section 3.02:

                           "(iii) if (A) the date of such Borrowing or issuance
                  or renewal is within 90 days following a repurchase of shares
                  of the Borrower's common stock or rights, options or units in
                  respect thereof that was consummated in reliance upon Section
                  5.02(g)(ix) and (B) the amount of the payment to make such
                  repurchase was (x) when aggregated with all other such
                  payments made during the same Fiscal Year, in excess of
                  $50,000,000 or (y) when aggregated with all other such
                  payments made during the term of this Agreement, in excess of
                  $150,000,000, then the aggregate Unused Tranche A Revolving
                  Credit Commitments of all Lenders, after giving effect to the
                  requested Borrowing or issuance or renewal and to the
                  application of the proceeds therefrom, shall be equal to or
                  greater than $100,000,000."

                      (f) Section 4.01 of the Credit Agreement is hereby
         amended by adding the following new subclause (bb) immediately to the
         end of such Section 4.01:

                           "(bb) In connection with the Asset Securitization,
                  the Borrower has taken appropriate steps to ensure that (i)
                  all amounts relating to the Securitization Receivables are not
                  commingled with cash or other amounts of the Borrower and its
                  Subsidiaries and that all amounts paid in respect of the
                  Securitization Receivables are deposited into one or more
                  lockboxes or other bank accounts in which no other funds are
                  deposited and (ii) the Borrower and its Subsidiaries clearly
                  indicate on their records which Receivables are Securitization
                  Receivables that have been transferred to the Receivables
                  Subsidiary."

                      (g) Section 5.01(j) of the Credit Agreement is hereby
         amended by inserting in the last paragraph thereof the following as a
         new last sentence:




                                        3

<PAGE>




                      "Notwithstanding the foregoing, the provisions of this
                      Section 5.01(j) shall not be applicable with respect to
                      the Receivables Subsidiary."

                      (h) Section 5.01(r) of the Credit Agreement is hereby
         deleted in its entirety and replaced with the following:

                           "(r) Asset Securitization. In connection with the
                  Asset Securitization, (i) deposit, and cause each of its
                  Subsidiaries (where applicable) to deposit, all amounts
                  received in respect of the Securitization Receivables into one
                  or more lockboxes or other bank accounts in which no other
                  funds are deposited and otherwise ensure that all amounts
                  relating to the Securitization Receivables are not commingled
                  with cash or other amounts of the Borrower and its
                  Subsidiaries (other than the Receivables Subsidiary), and (ii)
                  clearly indicate, and cause each of its Subsidiaries (where
                  applicable) to clearly indicate, on its records (including,
                  without limitation, its computer records) which Receivables
                  are Securitization Receivables that have been transferred to
                  the Receivables Subsidiary in connection with the Asset
                  Securitization."

                      (i) Section 5.02(a)(vi) of the Credit Agreement is hereby
         deleted in its entirety and replaced with the following:

                           "(vi) other Liens securing Debt outstanding in an
                  aggregate principal amount not to exceed $30 million;"

                      (j) Section 5.02(f)(xiv)(A) is hereby deleted in its
         entirety and replaced with the following:

                           "(A) (I) (1) the aggregate consideration paid for
                  such acquisition or related series of acquisitions (other than
                  any consideration paid through the issuance of Equity
                  Interests) plus (2) the aggregate principal amount of Debt
                  assumed or acquired in connection with such acquisition or
                  related series of acquisitions does not exceed $150,000,000;
                  and (II) (1) the aggregate consideration paid for such
                  acquisition and all other acquisitions made after the date of
                  this Agreement (other than any consideration paid through the
                  issuance of Equity Interests) plus (2) the aggregate principal
                  amount of Debt assumed or acquired in connection with such
                  acquisition and all other acquisitions made after the date of
                  this Agreement does not exceed $300,000,000.

                      (k) Section 5.02(f)(xiv)(B) is hereby amended by deleting
         the amount "$25,000,000" and replacing it with "$50,000,000."

                      (1) Section 5.02(g) of the Credit Agreement is hereby
         amended by (i) deleting the word "and" at the end of subclause (vii)
         thereof; (ii) replacing the period at the end of subclause (viii)
         thereof with "; and" and (iii) adding the following new subclause (ix)
         immediately to the end of such clause (g):



                                       4
<PAGE>



                           "(ix) the Borrower may repurchase shares of its
                  common stock or rights, options or units in respect thereof,
                  provided (A) no Default or Event of Default shall exist on the
                  date of, or shall result from, the making of any such
                  repurchase and (B) either:

                                   (I) each of the following shall be satisfied
                           with respect to any such repurchase:

                                            (w) as of the last day of the most
                                   recently ended fiscal quarter prior to such
                                   repurchase for which the Administrative Agent
                                   has received the financial statements and
                                   officer's certificate required to be
                                   delivered pursuant to Section 5.03(b) or (c),
                                   as applicable, EBITDA for the fiscal quarter
                                   ending as of such date shall be greater than
                                   $300,000,000;

                                            (x) at the time of such repurchase,
                                   the Borrower's senior secured non-credit
                                   enhanced long-term debt shall be rated BB+ or
                                   better by S&P and Ba1 or better by Moody's;

                                            (y) after giving effect to such
                                   repurchase and any Borrowings incurred in
                                   connection therewith on a pro forma basis,
                                   the Total Leverage Ratio, as of the last day
                                   of the most recently ended fiscal quarter for
                                   which the Administrative Agent has received
                                   the financial statements and officer's
                                   certificate required to be delivered pursuant
                                   to Section 5.03(b) or (c), as applicable,
                                   shall be less than 1.75 to 1.00 and the Chief
                                   Financial Officer or Treasurer of the
                                   Borrower shall have delivered to the
                                   Administrative Agent a certificate
                                   demonstrating the satisfaction of such
                                   requirement; and

                                            (z) after giving effect to such
                                   repurchase and any Borrowings incurred in
                                   connection therewith, the aggregate Unused
                                   Tranche A Revolving Credit Commitments of all
                                   Lenders shall be equal to or greater than
                                   $100,000,000; or

                                   (II) if any of the requirements set forth in
                           the immediately preceding clause (I) is not
                           satisfied, the amount of any payment to make such
                           repurchase shall not (x) when aggregated with all
                           other such payments made during the same Fiscal Year,
                           exceed $50,000,000 and (y) when aggregated with all
                           other such payments made during the term of this
                           Agreement, exceed $150,000,000."

                      (m) Section 5.02(o) of the Credit Agreement is hereby
         amended by adding a new subclause (v) immediately to the end thereof to
         read as follows:


                                       5
<PAGE>









                           "(v) Notwithstanding the foregoing, the Borrower and
                  its Subsidiaries may make Capital Expenditures (which Capital
                  Expenditures will not be included in any determination under
                  the foregoing clause (i)) consisting of the direct costs paid
                  by the Borrower or any of its Subsidiaries in connection with
                  the construction of a mail facility in Wilkes Barre,
                  Pennsylvania in an aggregate amount for all such excluded
                  costs pursuant to this clause (v) not to exceed $30,000,000."

                      (n) A new Section 5.02(r) is hereby added to the Credit
         Agreement to read as follows:

                           "(r) Permit any receivables of the Originator that
                  are described in clauses (i) and (ii) in the definition of
                  "Securitization Receivables" in Section 1.01 hereof to be
                  billed by the ReCap or RxClaims processing systems, or
                  successor systems, of the Borrower or any of its Subsidiaries,
                  and shall not expand and/or modify such systems in a manner
                  such that any of such receivables could be or will be included
                  in the types of receivables billed by such systems."

                      (o) Sections 5.03(b), (c) and (h) of the Credit Agreement
         are hereby amended by adding the words "or Treasurer" after each of the
         references therein to "Chief Financial Officer".

                      (p) Section 5.03(l) of the Credit Agreement is hereby
         deleted and replaced with the following:

                           "(l) Securitization Receivables. So long as the Asset
                  Securitization is continuing, then as soon as available and in
                  any event within 45 days after the end of each of the first
                  three fiscal quarters of each Fiscal Year, and within 90 days
                  after the end of the last quarter of each Fiscal Year, a
                  certificate, in substantially the form of Schedule V hereto,
                  executed by a Responsible Officer of the Borrower setting
                  forth in reasonable detail for each calendar month occurring
                  in such fiscal quarter (i) the average daily outstanding
                  balance of all billed Securitization Receivables held by the
                  Receivables Subsidiary and (ii) the month end outstanding
                  balance of (A) all Securitization Receivables held by the
                  Receivables Subsidiary, including a breakdown showing the
                  portion of such receivables that are billed and the portion
                  that are unbilled, and (B) all receivables of the Borrower and
                  its Subsidiaries (other than the Receivables Subsidiary),
                  including a breakdown showing the portion of such receivables
                  that are billed and the portion that are unbilled, in each
                  case including information as to the type of such receivable
                  and delivered in a form reasonably acceptable to the
                  Administrative Agent."

                      (q) Section 5.04(b) of the Credit Agreement is hereby
         amended by adding a new sentence immediately to the end thereof to read
         as follows:



                                        6
<PAGE>
                           "Notwithstanding the foregoing, if the Borrower has
                  made a repurchase of shares of its common stock or rights,
                  options or units in respect thereof that was consummated in
                  reliance upon Section 5.02(g)(ix) and the amount of the
                  payment for such repurchase is, when aggregated with all other
                  such payments made during the term of this Agreement, in
                  excess of $150,000,000, the Borrower will maintain at the end
                  of each fiscal quarter of the Borrower occurring on or after
                  the date of such repurchase, a Total Leverage Ratio of not
                  more than 3.00:1.0."

                      (r) The Credit Agreement is amended by deleting Schedule V
         thereto in its entirety and replacing it with Schedule V as set forth
         in Schedule I hereto, which Schedule may be modified from time to time
         as the Borrower, the Originator and the Administrative Agent shall
         agree.

                  SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective as of the date first above written (the "Amendment No. 4
Effective Date") when, and only when each of the following conditions shall have
been satisfied (it being understood that the satisfaction of one or more of the
following conditions may occur concurrently with the effectiveness of this
Amendment):

                      (a) the Administrative Agent shall have received
         counterparts of this Amendment executed by the Borrower, the Subsidiary
         Guarantors and the Required Lenders (determined as of the point in time
         at which each of the other conditions precedent set forth in this
         Section 2 has been satisfied and after giving effect to clause (c)
         below) or, as to any of the Required Lenders, advice satisfactory to
         the Administrative Agent that such Required Lender has executed this
         Amendment;

                      (b) the Borrower shall have paid to the Administrative
         Agent, for the benefit of each Lender approving this Amendment, an
         amendment fee equal to 0.25% on each such Lender's Tranche A Revolving
         Credit Commitment;

                      (c) the Borrower shall have prepaid (or concurrently with
         the effectiveness hereof; shall prepay) the Term B Facility in full;

                      (d) the Borrower shall have paid any and all out-of-pocket
         costs (to the extent invoiced) incurred by the Administrative Agent
         (including the reasonable fees and expenses of the Administrative
         Agent's legal counsel), and fees and other amounts payable to the
         Administrative Agent, in each case in connection with the arrangement,
         negotiation, preparation, execution and delivery of this Amendment; and

                      (e) the Administrative Agent shall have received (i) a
         certified copy of the resolutions of the Board of Directors of the
         Borrower and each other Loan Party evidencing its approval of this
         Amendment, the increased Asset Securitization and the other matters
         contemplated hereby, and a certified copy of all documents evidencing
         other necessary corporate action and governmental approvals, if any,
         with respect to this Amendment and the other matters contemplated
         hereby; (ii) a certificate from a Responsible Officer of the Borrower
         to the effect that, as of the date hereof, (A) all


                                       7
<PAGE>
         representations and warranties made by the Borrower and each other Loan
         Party in this Amendment and each other Loan Document are true and
         correct in all material respects as if made as of the date hereof;
         other than any such representations or warranties that, by their terms,
         refer to a specific date other than the date hereof; in which case as
         of such specific date, and (B) after giving effect to this Amendment,
         no Default or Event of Default has occurred and is continuing; and
         (iii) a bringdown legal opinion of Akin, Gump Strauss, Hauer & Feld,
         L.L.P. in form and substance satisfactory to the Administrative Agent
         and its counsel (which shall cover, among other things, perfection and
         no conflicts).

                  SECTION 3. Authority of Administrative Agent. The Required
Lenders hereby acknowledge and agree that pursuant to the authority granted to
the Administrative Agent under Article VIII of the Credit Agreement, the
Administrative Agent has the power to execute and deliver all documents and to
take all such further action on behalf of the Lender Parties as it may deem to
be reasonably necessary to effectuate the Asset Securitization as set forth in
the Credit Agreement and in this Amendment thereto.

                  SECTION 4. Representations and Warranties. Each of the Loan
Parties represents and warrants as follows:

                      (a) the representations and warranties contained in each
         Loan Document are correct in all material respects on and as of the
         date hereof, before and after giving effect to this Amendment, as
         though made on and as of the date hereof, other than any such
         representations or warranties that by their terms, refer to a specific
         date, in which case, as of such specific date;

                      (b) no Default or Event of Default has occurred and is
         continuing under the Credit Agreement, as amended hereby, or would
         result from this Amendment;

                      (c) it has taken all necessary action to authorize the
         execution, delivery and performance of this Amendment;

                      (d) this Amendment has been duly executed and delivered by
         such Loan Party and constitutes such Loan Party's legal, valid and
         binding obligation, enforceable in accordance with its terms, except as
         such enforceability may be limited (x) by general principles of equity
         and conflicts of laws or (y) by bankruptcy, reorganization, insolvency,
         moratorium or other laws of general application relating to or
         affecting the enforcement, of creditors' rights;

                      (e) no consent, approval, authorization or order of, or
         filing, registration or qualification with, any court or governmental
         authority or third party is required in connection with the execution,
         delivery or performance by such Loan Party of this Amendment where not
         completed such action would reasonably be expected to have a Material
         Adverse Effect; and


                                       8
<PAGE>
                      (f) the execution and delivery of this Amendment does not
         diminish or reduce its obligations under the Loan Documents (including,
         without limitation, in the case of each Subsidiary Guarantor, such
         Subsidiary Guarantor's guaranty pursuant to Section 7 of the Credit
         Agreement) in any manner, except as specifically set forth herein.

                  SECTION 5. Reference to and Effect on the Loan Documents. (a)
On and after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as amended by this Amendment.

                      (b) The Credit Agreement, the Notes and each of the other
         Loan Documents, as specifically amended by this Amendment, are and
         shall continue to be in full force and effect and are hereby in all
         respects ratified and confirmed.

                      (c) Except as expressly provided herein, the execution,
         delivery and effectiveness of this Amendment shall not operate as a
         waiver of any right, power or remedy of any Lender or the
         Administrative Agent under any of the Loan Documents, nor constitute a
         waiver of any provision of any of the Loan Documents.

                      (d) This Amendment shall constitute a Loan Document and,
         as such, can only be amended in accordance with the provisions of
         Section 9.01 of the Credit Agreement.

                  SECTION 6. Costs, Expenses. The Borrower agrees to pay on
demand all reasonable costs and expenses of the Administrative Agent in
connection with the preparation, execution, delivery and administration of this
Amendment (including, without limitation, the reasonable fees and expenses of
counsel for the Administrative Agent) in accordance with the terms of Section
9.04 of the Credit Agreement.

                  SECTION 7. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

                  SECTION 8. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.

              [The rest of this page is intentionally left blank.]


                                       9
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.



                                      BORROWER


                                          ADVANCEPCS


                                          By: /s/ DAVID D. HALBERT
                                              ----------------------------------
                                          Name: David D. Halbert
                                          Title: CEO


                                      SUBSIDIARY GUARANTORS


                                          ADVANCEPCS HOLDING CORPORATION


                                          By: /s/ DAVID D. HALBERT
                                              ----------------------------------
                                          Name: David D. Halbert
                                          Title: CEO


                                          ADVANCEPCS HEALTH SYSTEMS, LLC


                                          By: /s/ DAVID D. HALBERT
                                              ----------------------------------
                                          Name: David D. Halbert
                                          Title: CEO


                                          ADVANCEPCS HEALTH, L.P.


                                          By ADVANCEPCS HEALTH SYSTEMS, LLC, its
                                          General Partner


                                          By: /s/ DAVID D. HALBERT
                                              ----------------------------------
                                          Name: David D. Halbert
                                          Title: CEO



                           [signature pages continue]



<PAGE>
                                     ADVANCEPCS RESEARCH, L.L.C.

                                     By: /s/ DAVID D. HALBERT
                                         ---------------------------------------
                                     Name: David D. Halbert
                                     Title: CEO

                                     ADVANCERX.COM, L.P.

                                     By ADVANCEPCS HEALTH SYSTEMS, LLC, its
                                     General Partner

                                     By: /s/ DAVID D. HALBERT
                                         ---------------------------------------
                                     Name: David D. Halbert
                                     Title: CEO

                                     ADVP CONSOLIDATION, L.L.C.

                                     By: /s/ SUSAN DE MARS
                                         ---------------------------------------
                                     Name: Susan de Mars
                                     Title: Secretary

                                     ADVP MANAGEMENT, L.P.,

                                     By ADVANCEPCS HEALTH SYSTEMS, LLC, its
                                     General Partner

                                     By: /s/ DAVID D. HALBERT
                                         ---------------------------------------
                                     Name: David D. Halbert
                                     Title: CEO

                                     AMBULATORY CARE REVIEW SERVICES, INC.

                                     By: /s/ DAVID D. HALBERT
                                         ---------------------------------------
                                     Name: David D. Halbert
                                     Title: CEO



                           [signature pages continue]


                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002
<PAGE>
                                     BAUMEL-EISNER NEUROMEDICAL INSTITUTE,
                                     INC.

                                     By: /s/ DAVID D. HALBERT
                                         ---------------------------------------
                                     Name: David D. Halbert
                                     Title: Chairman

                                     FFI RX MANAGED CARE, INC.

                                     By: /s/ DAVID D. HALBERT
                                         ---------------------------------------
                                     Name: David D. Halbert
                                     Title: CEO

                                     FIRST FLORIDA INTERNATIONAL HOLDINGS,
                                     INC.

                                     By: /s/ DAVID D. HALBERT
                                         ---------------------------------------
                                     Name: David D. Halbert
                                     Title: CEO

                                     HMN HEALTH SERVICES, INC.

                                     By: /s/ DAVID D. HALBERT
                                         ---------------------------------------
                                     Name: David D. Halbert
                                     Title: CEO

                                     ADVANCEPCS MAIL SERVICES OF
                                     BIRMINGHAM, INC.

                                     By: /s/ DAVID D. HALBERT
                                         ---------------------------------------
                                     Name: David D. Halbert
                                     Title: CEO

                                     ADVANCEPCS PUERTO RICO, INC.

                                     By: /s/ DAVID D. HALBERT
                                         ---------------------------------------
                                     Name: David D. Halbert
                                     Title: CEO


                           [signature pages continue]


                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002

<PAGE>
                                            ADVANCEPCS SPECIALTYRX, LLC

                                            By: /s/ DAVID D. HALBERT
                                                ----------------------------
                                            Name: David D. Halbert
                                            Title: CEO

                                            AFC RECEIVABLES HOLDING CORPORATION

                                            By: /s/ DAVID D. HALBERT
                                                ----------------------------
                                            Name: David D. Halbert
                                            Title: CEO

                                            DRESING-LIERMAN, INC.

                                            By: /s/ DAVID D. HALBERT
                                                ----------------------------
                                            Name: David D. Halbert
                                            Title: CEO

                                            THERACOM, INC.

                                            By: /s/ DAVID D. HALBERT
                                                ----------------------------
                                            Name: David D. Halbert
                                            Title: CEO

                                            CONSUMER HEALTH INTERACTIVE, INC.

                                            By: /s/ DAVID D. HALBERT
                                                ----------------------------
                                            Name: David D. Halbert
                                            Title: CEO


                           [signature pages continue]





                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002
<PAGE>
ADMINISTRATIVE AGENT AND COLLATERAL AGENT

BANK OF AMERICA, N.A.
as Administrative Agent and Collateral Agent

By: /s/ JOSEPH L. CORAH
    ----------------------------------------
        Joseph L. Corah
Title:  Principal





                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002
<PAGE>
LENDERS (AND OTHER AGENTS)

BANK OF AMERICA, N.A.,
as Initial Lender and Initial Issuing Bank and Lender Party


By: /s/ JOSEPH L. CORAH
   -------------------------------
   Joseph L. Corah
Title: Principal


BANK ONE, N.A., as Documentation Agent and Lender Party


By: /s/ JOHN A. HORST
   -------------------------------
Name: John A. Horst
Title: Director


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Syndication Agent


By: /s/ SHEILA MCGILLICUDDY
   -------------------------------
   Sheila McGillicuddy
Title: Director



                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002




<PAGE>
Bank of China, New York Branch
----------------------------------
[LENDER]


By: /s/ WILLIAM WARREN SMITH, JR.
   -------------------------------
Name: Smith Jr., William Warren
Title: Chief Lending Officer
      ----------------------------



                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002
<PAGE>
THE BANK OF NOVA SCOTIA

By: /s/ R.P. REYNOLDS
   -------------------------------
Name: R.P. Reynolds
Title: Director



                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002
<PAGE>
            CIBC INC.
----------------------------------
[LENDER]

By: /s/ TERENCE MOORE
   -------------------------------
   Terence Moore
Title: Executive Director
      ----------------------------



                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002
<PAGE>
CREDIT SUISSE FIRST BOSTON
----------------------------------
[LENDER]

By: /s/ WILLIAM S. LUTKINS
   -------------------------------
   WILLIAM S. LUTKINS
Title: DIRECTOR
      ----------------------------


By: /s/ ROBERT HETU
   -------------------------------
   ROBERT HETU
Title: DIRECTOR
      ----------------------------



                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002


<PAGE>
ERSTE BANK

By:     /s/ BRANDON A. MEYERSON
    --------------------------------------
            Brandon A. Meyerson
               Vice President
Title:   Erste Bank New York Branch
       -----------------------------------


By:      /s/ JOHN S. RUNNION
    --------------------------------------
             JOHN S. RUNNION
            MANAGING DIRECTOR
Title:   ERSTE BANK NEW YORK BRANCH
       -----------------------------------





                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION

/s/ [ILLEGIBLE]
------------------------------------
Title:  Duly Authorized Signatory
       -----------------------------




                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002
<PAGE>
MERRILL LYNCH CAPITAL CORPORATION
-----------------------------------
[LENDER]

By:  /s/ MICHAEL E. O'BRIEN
    -------------------------------
         MICHAEL E. O'BRIEN
Title:   VICE PRESIDENT
      -----------------------------




                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002
<PAGE>
Raymond James Bank, FSB
-----------------------------------
[LENDER]

By:  /s/ ANDREW D. HAHN
    -------------------------------
         Andrew D. Hahn

Title:   Vice President
      -----------------------------




                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002
<PAGE>
TEXTRON FINANCIAL CORPORATION


By:  /s/ MATTHEW J. COLGAN
    -------------------------------
         Matthew J. Colgan

Title:   Director




                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002
<PAGE>
/s/ JESSICA S. WRIGHT
----------------------------------------------
WACHOVIA BANK, NATIONAL ASSOCIATION

By:    Jessica S. Wright
    ------------------------------------------
Title: Director
       ---------------------------------------



                                             Amendment No. 4 to Credit Agreement
                                                          in favor of AdvancePCS
                                                                        May 2002


<PAGE>
                                   SCHEDULE I

                                                               Schedule V to the
                                                               Credit Agreement

                                  RECEIVABLES

                                  SEE ATTACHED
<PAGE>
SAMPLE - SCHEDULE V
SUMMARY OF ACCOUNTS RECEIVABLE
(000'S)

<Table>
<Caption>
                                                      MONTH ENDED:
    CATEGORY OF RECEIVABLES          JAN.          FEB.          MAR.        AVERAGE
    -----------------------       ----------    ----------    ----------    ----------
<S>                               <C>           <C>           <C>           <C>
SECURITIZATION RECEIVABLES:

BILLED RECAP                         196,965       202,316       396,996       265,426
BILLED RxCLAIM                        12,005        39,123         8,286        19,805

UNBILLED RECAP                       168,807       177,599        95,542       147,316
UNBILLED RxCLAIM                      91,563        96,036        67,456        85,018
                                  ----------    ----------    ----------    ----------
                                     469,340       515,074       568,280       517,565
                                  ----------    ----------    ----------    ----------
                                          45%           44%           49%           46%

REMAINING BANK RECEIVABLES:

REBATES - BILLED                     218,450       155,903       338,148       237,500
REBATES - UNBILLED                   247,348       378,236       135,819       253,801

OTHER MANUFACTURER A/R - BILLED      108,374       112,374       112,966       111,238

PATIENTS - BILLED                      2,737         3,386         2,066         2,730
                                  ----------    ----------    ----------    ----------
                                     576,909       649,899       588,999       605,269
                                  ----------    ----------    ----------    ----------
                                          55%           56%           51%           54%
                                  ----------    ----------    ----------    ----------
TOTAL                              1,046,249     1,164,973     1,157,279     1,122,834
                                  ----------    ----------    ----------    ----------
</Table>

THE AVERAGE DAILY OUTSTANDING BALANCE OF ALL BILLED SECURITIZATION RECEIVABLES
HELD BY THE RECEIVABLES SUBSIDIARY DURING THE MONTHS ENDED MARCH 31, 2002 WAS:

<Table>
<S>                                                <C>
JANUARY 2002                                       $264,055
FEBRUARY 2002                                      $271,434
MARCH 2002                                         $265,442
</Table>