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                            HORIZON PHARMACIES, INC.
                             1999 STOCK OPTION PLAN

         1. PURPOSE. The purposes of the Plan are to enable the Company to
attract and retain the services of employees and directors and to provide them
with increased motivation and incentive to exert their best efforts on behalf
of the Company by enlarging their personal stake in the Company's success.

         2. DEFINITIONS. As used in the Plan, the following definitions apply
to the terms indicated below:

            "BOARD" means the Board of Directors of the Company.

            "CHANGE IN CONTROL" means the occurrence of any of the following:

                 (i)    any "person" (as such term is used in Sections 13(d)
            and 14(d) of the Securities Exchange Act of 1934 (the "Exchange
            Act"), hereinafter an "Acquiring Person")) becomes the "beneficial
            owner" (as such term is defined in Rule 13d-3 promulgated under
            the Exchange Act, hereinafter a "Beneficial Owner"), directly or
            indirectly, of securities of the Company representing 25% or more
            of the combined voting power of the Company's then outstanding
            securities;

                 (ii)   an Acquiring Person becomes the Beneficial Owner,
            directly or indirectly of securities of the Company representing
            10% or more of the combined voting power of the Company's then
            outstanding securities and, during the two-year period commencing
            at the time such Acquiring Person becomes the Beneficial Owner of
            such securities, individuals who at the beginning of such period
            constitute the Board cease for any reason to constitute at least a
            majority thereof;

                 (iii)  the Company's stockholders approve an agreement to
            merge or consolidate the Company with another corporation (other
            than a corporation 50% or more of which is controlled by, or is
            under common control with, the Company) and, during the period
            commencing six months before such approval and ending two years
            after such approval, individuals who at the beginning of such
            period constitute the Board cease for any reason to constitute at
            least a majority thereof; and

                 (iv)   during any two year period, individuals who at the date
            on which the period commences constitute a majority of the Board
            cease to constitute a majority thereof as a result of one or more
            contested elections for positions on such Board.

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            "COMMITTEE" means the committee appointed by the Board from time
to time to administer the Plan pursuant to Section 4 hereof.

            "COMPANY" means HORIZON Pharmacies, Inc., a Delaware corporation.

            "FAIR MARKET VALUE" of a Share on a given day means, if Shares are
listed on an established stock exchange or exchanges, the highest closing
sales price of a Share as reported on such stock exchange or exchanges; or if
not so reported, the average of the bid and asked prices, as reported on the
National Association of Securities Dealers Automated Quotation System. If the
price of a share shall not be so quoted, the Fair Market Value shall be
determined by the Committee taking into account all relevant facts and
circumstances.

            "INCENTIVE STOCK OPTION" means an Option that qualified as an
incentive stock option within the meaning of Section 422 of the Code and which
is identified as an Incentive Stock Option in the agreement by which it is
evidenced.

            "CODE" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

            "OPTION" means a right to purchase shares under the terms and
conditions of the Plan as evidenced by an option certificate in such form not
inconsistent with the Plan, as the Committee may adopt for general use or for
specific cases from time to time.

            "NONQUALIFIED STOCK OPTION" means an Option that is not an
Incentive Stock Option and which is identified as a Nonqualified Stock Option
in the agreement by which it is evidenced.

            "PARTICIPANT" means any employee or director eligible to
participate in the Plan under Section 5 hereof, to whom an Option is granted
under the Plan.

            "PLAN" means the HORIZON Pharmacies, Inc. 1999 Stock Option Plan,
including any amendments to the Plan.

            "SHARES" means shares of the Company's Common Stock, $.01 par
value, now or hereafter owned by the Company as treasury stock or authorized
but unissued shares of the Company's Common Stock, subject to adjustment as
provided in the Plan.

            "SUBSIDIARY" means any corporation, now or hereafter existent, in
which the Company owns, directly or indirectly, stock comprising 50% or more
of the total combined voting power of all classes of stock of such corporation.

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         3. PLAN ADOPTION AND TERM.

            A.   The Plan shall become effective upon its adoption by the
Board, and Options may be issued upon such adoption and from time to time
thereafter; provided, however, that the Plan shall be submitted to the
Company's stockholders f or their approval at the next annual meeting of
stockholders, or prior thereto at a special meeting of stockholders expressly
called for such purpose, or by a unanimous consent of all stockholders
executed in writing; and provided further, that the approval of the Company's
stockholders shall be obtained within 12 months of the date of adoption of the
Plan. If the Plan is not approved at the annual meeting or special meeting by
the affirmative vote of a majority of all shares entitled to vote upon the
matter, or by unanimous written consent of all stockholders, then the Plan and
all Options then outstanding shall forthwith automatically terminate and be of
no force and effect.

            B.   Subject to the provisions hereinafter contained relating to
amendment or discontinuance, the Plan shall continue in effect for 10 years
from the date of its adoption by the Board. No Option may be granted hereunder
after such 10-year period.

         4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee, consisting of not less than two persons, who shall be directors of
the Company, who shall not be employees of the Company, and who shall be
appointed by the Board to serve at the pleasure of the Board. Except as
otherwise expressly provided in the Plan, the Committee shall have sole and
final authority to interpret the provisions of the Plan and the terms of any
Option issued under it and to promulgate and interpret such rules and
regulations relating to the Plan and Options as it may deem necessary or
desirable for the administration of the Plan. Without limiting the foregoing,
the Committee shall, subject to Section 6 and to the extent and in the manner
contemplated herein, determine who shall receive Options under the Plan and
how many Shares shall be subject to each such Option. The Committee shall
report to the Board the names of those granted Options and the terms and
conditions of each Option granted by it. The Committee may correct any defect
in the Plan or any Option in the manner and to the extent it shall deem
expedient to carry the Plan into effect and shall be the sole and final judge
of such expediency.

            No member of the Committee shall be liable for any action taken or
omitted or any determination made by him in good faith relating to the Plan,
and the Company shall indemnify and hold harmless each member of the Committee
and each other director or employee of the Company to whom any duty or power
relating to the administration or interpretation of the Plan has been
delegated against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval of the
Committee) arising out of any act or omission in connection with the Plan,
unless arising out of such person's own fraud or bad faith.

         5. ELIGIBILITY. The employees and directors of the Company and its
Subsidiaries, who, in the opinion of the Committee, have a capacity for
contributing in a substantial measure to the

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success of the Company and its Subsidiaries, shall be eligible to participate
in the Plan. No options intended to qualify as Incentive Stock Options shall
be granted under the Plan to any person who, before or after the grant or
exercise of any Option, owns or would own, directly or indirectly, more than
10% of the total combined voting power of all classes of stock of the Company,
or its parent or any Subsidiary, or who is not an employee or director of the
Company.

         6. STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 13 hereof, Options may be granted pursuant to the Plan with respect to
a number of shares that, in the aggregate, does not exceed Six Hundred
Thousand (600,000) Shares.

         7. OPTIONS.

            A.   All Options granted under the Plan shall be clearly
identified either as Incentive Stock Options or as Nonqualified Stock Options.
All Options granted under the Plan shall be evidenced by agreements in such
form, not inconsistent with the Plan, as the Committee may adopt for general
use or for specific use from time to time. An Option shall be deemed "granted"
under the Plan on the date on which the Committee, by appropriate action,
awards the Option to a Participant, or on such subsequent date as the
Committee may designate.

            B.   (i) The aggregate Fair Market Value of Shares with respect to
which Incentive Stock Options granted under the Plan are exercisable for the
first time by a Participant during any calendar year under the Plan and any
other stock option plan of the Company (and its parent and subsidiary
corporations as those terms are used in Section 422 of the Code) shall not
exceed $100,000. Such Fair Market Value shall be determined as of the date on
which each such Incentive Stock Option is granted. To the extent that the
aggregate Fair Market Value of Shares with respect to such Incentive Stock
Options exceeds $100,000, such Incentive Stock Options shall be treated as
Nonqualified Options, but all other terms and provisions of such Incentive
Stock Options shall remain unchanged.

                 (ii) Subparagraph (i) of this Paragraph B shall be applied by
taking Options into account in the order in which they were granted.

         8. OPTION PRICE. The price per share at which Shares may be purchased
pursuant to any Option granted under the Plan shall be not less than 100% of
the Fair Market Value of a Share on the date the Option is granted.

         9. DURATION OF OPTIONS. No Option granted hereunder shall be
exercisable after the expiration of 10 years from the date such Option was
granted. All Options shall be subject to earlier termination as provided
elsewhere in the Plan.

         10. CONDITIONS RELATING TO EXERCISE OF OPTIONS.

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            A.   The Board may, at its discretion, provide that an Option may
not be exercised in whole or in part for any period or periods of time
specified in the Option agreement. Except as provided in the Option agreement,
an Option may be exercised in whole or in part at any time during its term. No
Option may be exercised for a fractional share of stock.

            B.   No Option shall be transferable by a Participant otherwise
than by will or the laws of descent and distribution and Options shall be
exercisable during the lifetime of a Participant only by such Participant.

            C.   An Option shall be exercised by the delivery to the Company
of a written notice signed by the Participant, which specifics the number of
Shares with respect to which the Option is being exercised and the date of the
proposed exercise. Such notice shall be delivered to the Company's principal
office, to the attention of its Secretary, no less than three business days in
advance of the date of the proposed exercise and shall be accompanied by the
applicable option certificate evidencing the Option. A Participant may
withdraw such notice at any time prior to the close of business on the
proposed date of exercise, in which case the option certificate evidencing the
Option shall be returned to the Participant.

            D.   Payment for Shares purchased upon exercise of an Option shall
be made at the time of exercise either in cash, by certified check or bank
cashier's check or in Shares owned by the Participant and valued at their Fair
Market Value on the date of exercise, or partly in Shares with the balance in
cash or by certified check or bank cashier's check. Any payment in Shares
shall be effected by their delivery to the Secretary of the Company, endorsed
in blank or accompanied by stock powers executed in blank.

            E.   Certificates for Shares purchased upon exercise of Options
shall be issued and delivered as soon as practicable following the date the
Option is exercised. Certificates for Shares purchased upon exercise of
Options shall be issued in the name of the Participant.

            F.   Notwithstanding any other provision in the Plan, no Option
may be exercised unless and until the shares to be issued upon the exercise
thereof have been registered under the Securities Act of 1933 and applicable
state securities laws, or are, in the opinion of counsel to the Company,
exempt from such registration. Prior to the occurrence of a change in Control,
the Company shall not be under any obligation to register under applicable
federal or state securities laws any Shares to be issued upon the exercise of
an Option granted hereunder, or to comply with an appropriate exemption from
registration under such laws in order to permit the exercise of an Option and
the issuance and sale of the Shares subject to such Option. If the Company
chooses to comply with such an exemption from registration, the shares issued
under the Plan may, at the discretion of the Committee, bear an appropriate
restrictive legend restricting the transfer or pledge of the Shares
represented thereby, and the Committee may also give appropriate stop-transfer
instructions to the transfer agent to the Company. On or after the occurrence
of a Change in Control,

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the Company shall be under an obligation to register under applicable Federal
or state securities law any Shares to be issued upon the exercise of an Option
granted hereunder, or to comply with an appropriate exemption from
registration under state or Federal securities laws in order to permit the
exercise of an Option and the issuance and sale of the Shares subject to such
Option.

            G.   Any person exercising an Option or transferring or receiving
Shares shall comply with all regulations and requirements of any governmental
authority having jurisdiction over the issuance, transfer, or sale of capital
stock of the Company, and as a condition to receiving any Shares, shall
execute all such instruments as the Company in its sole discretion may deem
necessary or advisable.

            H.   Notwithstanding Paragraph A of this Section 10, the Committee
may, in its sole discretion, accelerate the date on which any Option granted
under the Plan, and outstanding at such time, shall became exercisable.

            I.   Notwithstanding Paragraph A of this Section 10, upon the
occurrence of a Change in Control any Option granted under the Plan and
outstanding at such time shall become fully and immediately exercisable and
shall remain exercisable until its expiration or termination as provided in
the Plan.

            J.   In the event of termination of a Participant's employment by
reason of such Participant's retirement in accordance with an applicable
retirement plan, any outstanding Option held by such Participant shall be or
immediately become fully exercisable as to the total number of Shares subject
thereto (whether or not exercisable to that extent prior to termination of
employment) and shall remain so exercisable but only for a period of three
months after commencement of such retirement, at the end of which time it
shall terminate (unless such Option expires earlier by its terms).

            K.   In the event of termination of a Participant's employment by
reason of such Participant's disability within the meaning of Section 22(e)(3)
of the Code, any outstanding Option held by such Participant shall be or
immediately become fully exercisable as to the total number of Shares subject
thereto (whether or not exercisable to that extent prior to termination of
employment) and shall remain so exercisable but only for a period of one year
after termination of employment for such disability, at the end of which time
it shall terminate (unless such Option expires earlier by its terms).

            L.   In the event of the death of any Participant (including death
during an approved leave of absence or following a Participant's retirement or
disability, any Option then held by him which shall not have lapsed or
terminated prior to his death shall be or immediately become fully exercisable
by the executors, administrators, legatees, or distributees of his estate, as
may be appropriate, as to the total number of Shares subject thereto (whether
or not exercisable to that extent

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at the time of death) and shall remain so exercisableb ut only for a period of
one year after death, at the end of which time it shall terminate (unless such
Option expires earlier by its terms).

            M.   In the event of the termination of the Participant's
employment otherwise than as described in paragraphs J, K and L, any
outstanding Option held by such Participant shall be exercisable to the extent
exercisable at the time of such termination and remain so exercisable for a
period of 30 days following such termination. Whether an authorized leave of
absence, or absence in military or government service, shall constitute
termination of employment shall be determined by the Committee.

         11. NO EMPLOYMENT RIGHTS. Nothing contained in the Plan or any Option
shall confer upon any Participant any right with respect to the continuation
of his employment by the Company or interfere in any way with the right of the
Company, subject to the terms of any separate employment agreement to the
contrary, at any time to terminate such employment or to increase or decrease
the compensation of the Participant from the rate in existence at the time of
the grant of an Option.

         12. RIGHTS OF A STOCKHOLDER. No person shall have any rights with
respect to any Shares covered by or relating to any grant hereunder of an
Option until the date of issuance of a certificate to him evidencing such
shares. Except as otherwise expressly provided in the Plan, no adjustment to
any Option shall be made for dividends or other rights for which the record
date occurs prior to the date such certificate is issued.

         13. ADJUSTMENT UPON CHANGES IN CAPITAL STOCK.

             A.  If the capital stock of the Company shall be subdivided or
combined, whether by reclassification, stock dividend, stock split, reverse
stock split or other similar transaction, then the number of shares authorized
under the Plan, the number of shares then subject to or relating to
unexercised Options granted hereunder and the exercise price per Share will be
adjusted proportionately. A stock dividend shall be treated as a subdivision
of the whole number of shares equal to such whole number of shares so
outstanding plus the number of Shares issued as a stock dividend.

             B.  In the case of any capital reorganization or any
reclassification of the capital stock of the Company (except pursuant to a
transaction described in Paragraph A of this Section 13) (a "Reorganization"),
appropriate adjustment may be made by the Committee in the number and class of
shares authorized to be issued under the Plan and the number and class of
shares subject to or relating to Options awarded under the Plan and
outstanding at the time of such Reorganization.

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             C.  Each Participant will be notified of any adjustment made
pursuant to this Section 13 and any such adjustment, or the failure to make
such adjustment, shall be binding on the Participant.

            D.   Except as expressly set forth herein, the number and kind of
Shares subject to Options, shall not be affected by any transaction
(including, without limitation, any merger, recapitalization, stock split,
stock dividend, issuance of stock or similar transaction) affecting the
capital stock of the Company and no Participant shall be entitled to any
additional Options on account thereof.

         14. WITHHOLDING TAXES.

             A.  Whenever Shares are to be issued upon the exercise of an
Option, the Company shall have the right to require the Participant to remit
to the Company in cash an amount sufficient to satisfy Federal, state and
local withholding tax requirements, if any, prior to the delivery of any
certificate or certificates for such shares.

             B.  Notwithstanding Paragraph A of this Section 14, at the
election of a Participant, subject to the approval of the Committee, when
shares are to be issued upon the exercise of an Option, the Participant may
tender to the Company a number of Shares, or the Company shall withhold a
number of such shares, the Fair Market Value of which is sufficient to satisfy
the Federal, state and local tax requirements, if any, attributable to such
exercise or occurrence. The Committee hereby grants its approval to any
election made pursuant to this Paragraph B, but reserves the right, in its
absolute discretion, to withdraw such approval in case of any such election
effective upon its delivery of notice thereof to the Participant.

             C.  Notwithstanding Paragraph E of Section 10 hereof, if a
Participant subject to the provisions of Section 16(b) of the Exchange Act who
has not made an election pursuant to Section 83(b) of the Code, makes an
election described in Paragraph B of this Section 14 to have Shares withheld
with respect to an Option, then the Company shall hold as custodian for the
Participant certificates evidencing the total number of Shares required to be
issued pursuant to the exercise of the Option until the expiration of six
months following the date of such exercise. Upon the expiration of such
six-month period, the Company shall deliver to such Participant certificates
evidencing such Shares minus a number of such Shares, the Fair Market Value of
which on the date on which such period expires is sufficient to satisfy the
Federal, state and local tax requirements attributable to such exercise.

             D.  Notwithstanding any other provisions of the Plan, an
individual who is subject to Section 16(b) of the Exchange Act, may not make
either of the elections described in Paragraph B of this Section 14 prior to
the expiration of six months after the date on which the applicable Option was
granted. Such elections must be made either (i) during the 10-day window
period described in

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Section (e)(3)(iii) of Rule 16b-3 promulgated under such Section 16(b) of the
Exchange Act, or (ii) at least six months prior to the date as of which the
income attributable to the exercise of the related Option is recognized under
the Code. Such elections shall be irrevocable and shall be made by the
delivery to the Company's principal office, to the attention of its Secretary,
of a written notice signed by Participant.

         15. AMENDMENT OF THE PLAN.

             A.  The Board may at any time and from time to time suspend,
discontinue, modify or amend the Plan in any respect whatsoever except that
the Board may not suspend, discontinue, modify or amend the Plan so as to
adversely affect the rights of a Participant with respect to any grants that
have theretofore been made to such Participant without such Participant's
approval.

             B.  No amendment to or modification of the Plan which (i)
materially increases the benefits accruing to Participants; (ii) except as
provided in Sections 6 and 13 hereof, increases the number of Shares that may
be issued under the Plan; or (iii) modifies the requirements as to eligibility
for participation under the Plan shall be effective without stockholder
approval.

         16. MISCELLANEOUS.

             A.  It is expressly understood that the Plan grants powers to the
Committee but does not require their exercise nor shall any person, by reason
of the adoption of the Plan, be deemed to be entitled to the grant of any
Option; nor shall any rights be deemed to accrue under the Plan except as
Options may be granted hereunder.

             B.  All rights hereunder shall be governed by and construed in
accordance with the laws of Delaware.

             C.  All expenses of the Plan, including the cost of maintaining
records, shall be borne by the Company.

         Approved by the Board of Directors March 24, 1999; Adopted by the
Stockholders June 28, 1999.

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