<PAGE>

                                                                   EXHIBIT 10.28

                     PHARMACY DISPENSING SERVICES AGREEMENT

                                 BY AND BETWEEN

                      ------------------------------------,
                               D/B/A/ NEIGHBORCARE

                                       AND

                     --------------------------------------


<PAGE>

                     PHARMACY DISPENSING SERVICES AGREEMENT

         This Pharmacy Dispensing Services Agreement ("Agreement") is made and
entered into as of the______________________ , by and between
_____________________, d/b/a NeighborCare, a ___________corporation
("NEIGHBORCARE"), and _____________________, a __________ corporation doing
business as _____________________________________, solely in connection with the
facility located at ______________________________________________("Facility").

                                    RECITALS

         WHEREAS, the Facility is engaged in the operation of a nursing
facility;

         WHEREAS, NEIGHBORCARE is a licensed pharmacy in the State of
_______________ and is in the business of selling and supplying prescription and
nonprescription pharmaceutical products ("Pharmacy Products") to residents of
nursing, assisted living and other long-term care facilities; and

         WHEREAS, the parties hereto desire to enter into this Agreement with
respect to the provision of Pharmacy Products identified on Exhibit A hereto and
as set forth herein by NEIGHBORCARE to the Facility and to the residents of the
Facility ("Residents");

         NOW, THEREFORE, for and in consideration of the foregoing recitals and
of the mutual promises contained in this Agreement the parties hereto hereby
agree as follows:

                                    ARTICLE I
                 REPRESENTATIONS AND WARRANTIES OF NEIGHBORCARE

1.1      Necessary Licenses and Qualifications. NEIGHBORCARE represents and
         warrants that it has and shall maintain for the term hereof all
         necessary qualifications, certificates, approvals, permits and licenses
         required pursuant to applicable federal, state and local laws and
         regulations to provide the Pharmacy Products under this Agreement.

1.2      Authority. NEIGHBORCARE represents and warrants that it has all
         necessary power and authority to execute, deliver and perform this
         Agreement.

                                   ARTICLE II
                   REPRESENTATIONS AND WARRANTIES OF FACILITY

2.1      Necessary Licenses and Qualifications. Facility represents and warrants
         that it has and shall maintain for the term hereof all necessary
         qualifications, certificates, approvals, permits and licenses required
         pursuant to applicable federal, state and local laws and regulations to
         operate the Facility.


                                       2

<PAGE>

2.2      Authority. Facility represents and warrants that it has all necessary
         power and authority to execute, deliver and perform this Agreement with
         respect to the Facility.

2.3      Professional Management Responsibility. Facility hereby represents and
         warrants that it retains professional management responsibility over
         all services furnished hereunder, and retains all management and
         administrative rights and responsibilities normally assumed by the
         operator of a nursing facility.

                                   ARTICLE III
                              NEIGHBORCARE SERVICES

         NEIGHBORCARE shall provide the Pharmacy Products set forth in this
Article III and as further described in Exhibit A and its Appendices which are
attached hereto and made a part hereof, to the Facility in compliance with the
standards set forth herein and as may be otherwise required by applicable law.

3.1      Pharmacy Products.

         (a)      Upon the prescribing physician's or Facility's, as the case
                  may be, order, NEIGHBORCARE agrees to deliver promptly
                  prescription and non-prescription drugs and supplies within
                  reasonable times to the Facility. If, for any reason,
                  NEIGHBORCARE is unable to deliver requested item(s) within a
                  reasonable time, then NEIGHBORCARE shall promptly notify the
                  Facility of its inability to so deliver. NEIGHBORCARE will, at
                  all times, use its best efforts to secure and deliver all
                  ordered drugs and supplies. In the event that the item ordered
                  is not available, NEIGHBORCARE will use its best efforts to
                  contact the prescribing physician to determine whether an
                  alternate item might be prescribed.

         (b)      NEIGHBORCARE will provide the Facility with an appropriate
                  number of stat medication kits and a use policy which shall
                  conform to all applicable rules and regulations. It is further
                  understood and agreed by both parties that use of an item from
                  such kit shall be pursuant only to a drug order by a licensed
                  physician. Facility agrees to promptly report to NEIGHBORCARE
                  the usage of any item from the stat medication kit to
                  facilitate the billing for said items to the appropriate
                  Resident. In the event that Facility fails to report such
                  usage, the cost of replenishing the stat medication kit to the
                  approved list of contents shall be borne by Facility.

3.2      Pharmacy Consulting Services. This Agreement does not include the
         provision of pharmacy consulting services as required under the
         conditions of participation in the Medicare and Medicaid programs for
         nursing facilities. The provision of those services on a consultant or
         advisory basis shall be provided under and covered exclusively by a
         separate agreement.

3.3      NEIGHBORCARE General Service Requirements.

         (a)      NEIGHBORCARE agrees to provide all Pharmacy Products pursuant
                  to the terms of this Agreement Monday through Friday during
                  normal business hours and shall


                                       3

<PAGE>

                  provide on-call services twenty-four (24) hours per day, seven
                  (7) days per week throughout the calendar year.

         (b)      NEIGHBORCARE shall institute purchase order, invoice and
                  product shipment procedures to facilitate efficient and timely
                  ordering and delivery of Pharmacy Products for use in
                  connection with Residents. NEIGHBORCARE shall arrange for the
                  delivery of Pharmacy Products at such time or times as are
                  appropriate to facilitate their use in the treatment of
                  Residents for whom the Pharmacy Products are ordered.

         (c)      NEIGHBORCARE shall provide to the Facility all forms
                  NEIGHBORCARE deems necessary for the proper execution of the
                  Pharmacy Supply delivery system. Such forms include, but shall
                  not be limited to, drug order and re-order forms, delivery
                  receipt forms and communication orders.

         (d)      As permitted by applicable law, NEIGHBORCARE shall, from time
                  to time, make available to the Facility certain materials and
                  equipment necessary or appropriate for the ordering and
                  provision of the Pharmacy Products provided hereunder. The
                  materials and equipment so provided may include, without
                  limitation and as mutually agreed by the parties hereto, stat
                  medication kits, medication carts and drug delivery systems,
                  telecommunications equipment, reference books, films, slides,
                  manuals and audio-visual equipment and training aids. It is
                  understood and agreed to by Facility that all such items of
                  material and equipment shall at all times remain the property
                  of NEIGHBORCARE and upon demand by NEIGHBORCARE shall be
                  returned to NEIGHBORCARE in their original condition subject
                  to normal wear and tear. Facility shall cause all such items
                  to be used solely in connection with the ordering or provision
                  of Pharmacy Products hereunder.

                                   ARTICLE IV
                  FACILITY OBLIGATIONS WITH RESPECT TO SERVICES

         In connection with the ordering and receipt of the Pharmacy Products
set forth in Article III, Facility agrees that:

4.1      Resident Status. The Facility will notify NEIGHBORCARE as to the status
         of each Resident regarding source of reimbursement for Pharmacy
         Products and shall promptly notify NEIGHBORCARE as to changes of
         reimbursement. Notification shall include the provision to NEIGHBORCARE
         of copies of Medicare, Medicaid and insurance coverage cards.

4.2      Physician Orders. The Facility shall promptly notify NEIGHBORCARE
         regarding the physician order for Pharmacy Products, including any
         physician change orders.

4.3      Use of Material and Equipment Provided by NEIGHBORCARE. Facility shall
         be liable for, and shall indemnify and defend NEIGHBORCARE from and
         against, any and all damages, costs, liabilities, expenses and losses,
         including, without limitation, the cost of repairs or replacement,
         whatsoever sustained or incurred as a result of casualty to or loss of,
         or the misuse or otherwise improper use of, any and all material and
         equipment


                                       4
<PAGE>

         provided by NEIGHBORCARE for the use of Facility in connection with the
         provision of Pharmacy Products pursuant to the terms hereof.

                                    ARTICLE V
                               BILLING AND PAYMENT

5.1      Billing and Payment for Pharmacy Products.

         (a)      The payment rates applicable to the Pharmacy Products provided
                  hereunder shall be as set forth in Exhibit A and its
                  Appendices attached hereto and made a part hereof.

         (b)      Except as provided to the contrary in Section 5.1(c) below,
                  NEIGHBORCARE shall bill Residents and third party payors with
                  respect to Residents, as appropriate, for all Pharmacy
                  Products provided by NEIGHBORCARE to Residents under this
                  Agreement. Other than as expressly provided for herein to the
                  contrary, Facility shall have no obligation to pay
                  NEIGHBORCARE or liability to NEIGHBORCARE in connection
                  therewith with respect to any and all amounts that may be
                  billed by NEIGHBORCARE directly to third party payors or
                  Residents pursuant to applicable law.

         (c)      NEIGHBORCARE shall bill Facility, and Facility shall be liable
                  for payment, with respect to all Pharmacy Products provided to
                  Residents:

                  (1)      for whom coverage is provided under Medicare Part A
                           at the time the Pharmacy Products are provided
                           hereunder;

                  (2)      for whom coverage is provided under Medicare Part B
                           consolidated billing requirements in effect at the
                           time the Pharmacy Products are provided hereunder;

                  (3)      for whom coverage is provided under Medicaid payment
                           to Facility covering the Pharmacy Products provided
                           hereunder, or where applicable federal or state law
                           precludes direct billing by NEIGHBORCARE of the
                           Medicaid agency or the Resident;

                  (4)      for whom payment is made by a third party payor to
                           Facility pursuant to the terms of a contract
                           governing payment for the Pharmacy Products provided
                           hereunder.

5.2      Monthly Billing and Payment. NEIGHBORCARE shall bill Facility on a
         monthly basis by the fifth (5th) working day of each month for Facility
         charges incurred during the past month. Facility shall pay NEIGHBORCARE
         within thirty (30) days of receipt of an invoice from NEIGHBORCARE. All
         amounts past due by more than thirty (30) days shall bear interest at
         the rate of one and one-half percent (1.5%) per month, or the maximum
         monthly rate of interest permitted by applicable law, whichever is
         less.


                                       5

<PAGE>

                                   ARTICLE VI
                              TERM AND TERMINATION

6.1      Term. The initial term of this Agreement shall commence on the
         Effective Date (as defined in the Settlement Agreement re Pharmacy
         Supply Contracts dated August ___, 2001) and will continue in full
         force and effect for eighteen months. Thereafter, this Agreement shall
         automatically renew for successive one (1) year terms, and during any
         such renewal term either party shall have the right to terminate this
         Agreement without cause by providing to the other party not less than
         sixty (60) days prior written notice of termination.

6.2      Termination.

         (a)      This Agreement shall automatically terminate with respect to
                  the Facility upon the revocation or cancellation of the
                  Facility's license or certification.

         (b)      Upon the suspension of the Facility's license or
                  certification, NEIGHBORCARE shall have the right to terminate
                  this Agreement immediately upon written notice to Facility.

         (c)      If either party should materially fail to fulfill its
                  obligations or conditions set forth herein and such default
                  shall not be cured within thirty (30) days after written
                  notice from the other party specifying the nature of default,
                  the aggrieved party shall have the right to terminate this
                  Agreement by giving written notice of termination to the
                  defaulting party, and this Agreement shall terminate on the
                  thirtieth (30th) day after such notice is given. Either party
                  shall have the right to cure any such default up to, but not
                  after, the giving of such notice of termination.

         (d)      This Agreement may be terminated pursuant to the terms of
                  Section 8.10(b).

                                   ARTICLE VII
                                     RECORDS

7.1      Patient Records. NEIGHBORCARE shall maintain accurate patient records,
         adequate to meet the needs of various sources of payment for patient
         services (payors) from which the Facility may submit bills and expect
         payments. Records shall be maintained of the Pharmacy Products supplied
         to each Resident, in accordance with the directions for the Resident's
         attending physician and the Facility. Notwithstanding the foregoing,
         the production of medical records shall remain the responsibility of
         the Facility.

7.2      Government Access to Records. NEIGHBORCARE and its subcontractors shall
         make available, upon written request from the Secretary of the U.S.
         Department of Health and Human Services, or the Comptroller General of
         the United States General Accounting Office, or any of their duly
         authorized representatives, this Agreement, and the books, documents
         and records of NEIGHBORCARE that are necessary to verify the extent of
         costs incurred by Facility with respect to providing services under
         this Agreement for four (4) years thereafter the provision of such
         services.


                                       6

<PAGE>

7.3      NEIGHBORCARE Access to Records.

         (a)      The Facility shall give NEIGHBORCARE reasonable access to all
                  resident records, facilities and supplies necessary for the
                  performance of its duties herein.

         (b)      In the event of any dispute arising from any claim or bill
                  submitted by NEIGHBORCARE, Facility shall give NEIGHBORCARE
                  access to all reasonable and necessary documents and records
                  to investigate the accuracy of the claim. Such access shall be
                  during normal business hours following reasonable advance
                  notice from NEIGHBORCARE.

                                  ARTICLE VIII
                                  MISCELLANEOUS

8.1      Exclusivity. NEIGHBORCARE shall be the sole and exclusive provider of
         Pharmacy Products to Facility and its Resident[s] during the term of
         this Agreement, unless otherwise required by law. Notwithstanding the
         foregoing, Facility agrees to cause any other providers of similar
         Pharmacy Products to utilize any systems and to comply with any
         policies and procedures relating to the provision of Pharmacy Products
         in order to insure the efficient administration of such systems,
         policies and procedures.

8.2      Independent Contractors. In the performance by each party hereto of
         their respective obligations hereunder, the parties shall at all times
         hereunder be deemed to be independent contractors, and not the agent of
         the other. Except to the extent expressly provided for herein to the
         contrary, neither party shall have the right or power to bind the
         other.

8.3      Insurance.

         (a)      NEIGHBORCARE shall maintain, during the term of this
                  Agreement, liability insurance coverage for its acts and
                  omissions in amounts of no less than one million dollars per
                  claim and three million dollars annual aggregate. Prior to the
                  commencement of this Agreement, NEIGHBORCARE shall provide to
                  Facility a certificate of insurance indicating that such
                  coverage is in effect and providing that Facility will be
                  notified at least thirty (30) days prior to any modification,
                  cancellation, reduction or non-renewal of such coverage. Any
                  substantial change in coverage that might adversely affect or
                  actually materially adversely affects Facility shall be a
                  breach of this Agreement.

         (b)      Facility shall maintain, during the term of this Agreement,
                  liability insurance coverage for its acts and omissions in
                  amounts of no less than one million dollars per claim and
                  three million dollars annual aggregate. Prior to the
                  commencement of this Agreement, Facility shall provide to
                  NEIGHBORCARE a certificate of insurance indicating that such
                  coverage is in effect and providing that NEIGHBORCARE will be
                  notified at least thirty (30) days prior to any modification,
                  cancellation, reduction or non-renewal of such coverage. Any
                  substantial change in coverage that might adversely affect or
                  actually materially adversely affects NEIGHBORCARE shall be a
                  breach of this Agreement.


                                       7

<PAGE>

8.4      Indemnification.

         (a)      Facility shall defend, indemnify, protect and hold harmless
                  NEIGHBORCARE and its affiliates, and the officers, directors,
                  employees and agents of each of them, from and against any and
                  all liability, obligation, damage, loss, cost, claim,
                  judgment, settlement, expense or demand whatsoever, of any
                  kind or nature, including reasonable attorneys fees and
                  defense costs in connection therewith, arising directly or
                  indirectly from actions taken or omissions made by Facility in
                  its performance under this Agreement.

         (b)      NEIGHBORCARE shall defend, indemnify, protect and hold
                  harmless Facility and its affiliates, and the officers,
                  directors, employees and agents of each of them, from and
                  against any and all liability, obligation, damage, loss, cost,
                  claim, judgment, settlement, expense or demand whatsoever, of
                  any kind or nature, including reasonable attorneys fees and
                  defense costs in connection therewith, arising directly or
                  indirectly from actions taken or omissions made by
                  NEIGHBORCARE or its affiliates in its performance under this
                  Agreement.

         (c)      Section 8.4 will survive termination of this Agreement and
                  completion of the parties' duties under this Agreement.

8.5      Governing Law. Disputes arising under this Agreement shall be governed
         according to the internal laws of the state of the location of the
         Facility, without regard to the conflicts of laws provisions thereof.

8.6      Compliance with Applicable Law. In all aspects relative to the
         performance of their respective obligations under this Agreement, both
         parties shall conduct their respective businesses in accordance with
         applicable law.

8.7      Successors and Assigns. This Agreement shall be binding upon either
         party's purchasers, transferees, successors and assigns, whether by
         operation of law or otherwise, including but not limited to the sale of
         the stock, assets or any other ownership interest of a party hereto to
         another, or the merger or consolidation of a party hereto into another,
         or any transaction by which a party to this Agreement transfers its
         business to another as to which the duties and obligations provided for
         under this Agreement by either or both parties hereto arise.

8.8      Waiver of Breach. The waiver of any breach of this Agreement by either
         party shall not constitute a continuing waiver or a waiver of any
         subsequent breach of either the same or any other provision of this
         Agreement.

8.9      Notices. Any notice or other communication made or contemplated to be
         made under this Agreement shall be in writing and shall be deemed to
         have been received by the party to whom it is addressed on the date of
         delivery, if delivered by hand, or three (3) business days after it is
         deposited in the United States Mail, postage prepaid, return receipt
         requested, or the next business day after it is transmitted by Federal
         Express or similar overnight delivery services, addressed, in the case
         of NEIGHBORCARE to:


                                       8

<PAGE>

                                    NeighborCare
                                    7 East Lee Street
                                    Baltimore, MD 21202
                                    Attn: President

                                    with a copy to:

                                    NeighborCare
                                    101 East State Street
                                    Kennett Square, PA 19348
                                    Attn: Law Department

                                    and in the case of Facility to:

                                    -----------------------------------

                                    -----------------------------------

                                    -----------------------------------
                                    Attn: Administrator

         Either party may change its address for notices given hereunder by
         giving fifteen (15) days prior written notice in accordance with this
         Section 8.9.

8.10     Entire Agreement; Amendments.

         (a)      This Agreement, together with all Exhibits hereto, which are
                  incorporated herein and made a part hereof by this reference,
                  constitutes the entire Agreement between the parties hereto
                  and supersedes and cancels any other prior agreements or
                  understandings whether written, oral or implied. This
                  Agreement may not be amended except by an instrument in
                  writing signed by both the parties hereto.

         (b)      In the event of any material change in statutes, regulations,
                  or enforceable governmental policies applicable to either
                  party's obligations arising under this Agreement, or in the
                  event of the severance of any provision hereof pursuant to
                  Section 8.11, and either party is materially and adversely
                  affected thereby so as to materially diminish the benefits of
                  this Agreement reasonably intended by such affected party,
                  such affected party may provide notice of such material
                  adverse effect to the other, and request that this Agreement
                  be amended to resolve such material adverse effect. The
                  parties shall then be obligated to engage in good faith
                  negotiations in an attempt to agree upon an acceptable
                  amendment to this Agreement for the purpose of resolving the
                  material adverse effect. If the parties fail to agree to amend
                  this Agreement within thirty (30) days after receipt of notice
                  of material adverse effect, the affected party may terminate
                  this Agreement at any time thereafter, upon notice given to
                  the other party.

8.11     Severability. The invalidity or unenforceability of any term or
         provision hereof shall not affect the validity or enforceability of any
         other term or provision hereof.


                                       9

<PAGE>

8.12     Section Headings. The section headings contained in this Agreement are
         for reference purposes only and shall not affect the construction of
         this Agreement.

8.13     Nondiscrimination. NEIGHBORCARE shall provide all Pharmacy Products and
         otherwise perform all of its duties and responsibilities hereunder
         without unlawful discrimination on the basis of race, color, religion,
         national origin, sex ancestry, disability or any other basis protected
         by law.

                            [SIGNATURE PAGE FOLLOWS]
                                      * * *


                                       10

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement in
multiple counterparts, each of which shall be deemed to be an original, and all
of which together shall constitute this Agreement, effective as of the date
first written above.


NEIGHBORCARE:

By:
   -------------------------------
Its:  Sr. Vice President

Date:             , 2001


FACILITY:

----------------------------------

By:
   -------------------------------

Its:  Vice President

Date:            , 2001


                                       11

<PAGE>

                                    Exhibit A

                       PAYMENT RATES FOR PHARMACY PRODUCTS

Pricing/Basic Rates

-        NEIGHBORCARE will charge Facility the prevailing Medicaid rate in the
         respective state.

Scope:

-        Basic rate will be effective for ALL prescription medications for which
         NEIGHBORCARE looks to the Facility for payment. This includes but may
         not necessarily be limited to private patients, HMO or managed care
         patients, PBM patients, and Medicare Part A patients.

-        All payor sources except Medicaid or any other party which NEIGHBORCARE
         will bill direct.

Medicaid Rates by State (from National Pharmaceutical Council)

         California                      AWP -5% + 3.85
         Colorado                        AWP -10% + 4.08
         Illinois*                       AWP -11% + 4.00
         Michigan                        AWP -15.0% +3.72
         South Carolina                  AWP -10% + 4.05
         Wisconsin                       AWP -10% + 4.88

        *Note: Average of various formula charges. See Appendix "A."

                             OVER THE COUNTER (OTC)
                         (NON-PRESCRIPTION MEDICATIONS)

Pricing/Basic Rates

-        NEIGHBORCARE is not the preferred provider for Facility for
         non-prescription, OTC, floor stock medications.

-        NEIGHBORCARE will charge AWP x 1.3 for all OTC items ordered by
         Facility for nonprescription needs.

-        NEIGHBORCARE will fill all OTC, floor stock orders at the above
         pricing.

-        Any OTC packaged patient specific should be priced the same as other
         prescription orders (i.e. Medicaid formula).


                                       12

<PAGE>

                                  APPENDIX "A"
                          STATE MEDICAID CHARGE DETAIL
                                    ILLINOIS


ILLINOIS:

VARIABLE FEE SCHEDULE

If AWP is $0 to $3.58 then variable fee is $3.58.
If AWP is $3.59 to $14.99 then variable fee is equal to AWP.
If AWP is $15.00 or more then variable fee is $15.00.


                                       13

<PAGE>

                               Exhibit A continued

                                  I.V. THERAPY
                   (INTRAVENOUS THERAPY PRODUCTS AND SERVICES)

Pricing/Basic Charge (Products and Pumps)

-        Medications and solutions -- AWP x 0.9 + $30 per diem for each therapy
         plus $5 for each additional dose
-        Ancillary supplies will be included as detailed in Appendix "A";
         additional supplies will be invoiced at acquisition cost x 1.25.
-        I.V. electronic pumps:
-        Stationary        $5.00/day
-        Ambulatory        $7.00/day
-        Elastomeric       $8.00/dose

Pricing/Basic Charge (Support Services)

-        NEIGHBORCARE will provide support and I.V. education services as
         requested and will charge according to the fee schedule in
         Appendix "B".

Total Parenteral Nutrition (TPN) Pricing

-        Pricing does include charges for pump rental.

-        Pricing does not include Vascular Access for product delivery. The
         charges for those services will be consistent with the contracted price
         for the Customer.

-        There are two price tiers based on grams of protein for the final
         solution:

         Tier I:  Standard TPN solution without lipids for 1,000 cc.$110/day
                  10-120 grams of protein, electrolytes, TE, MTV:   (with Lipids
                                                                    $120/day)

         Tier II: For TPN solutions in excess of 120 grams of       $140/day
                  protein the pricing formula is:                   (with Lipids
                                                                    $150/day)

IV Hydration Pricing

-        Standard Hydration Solution 1.0 liter per day = $15 ($8 each additional
         liter)

-        Additives for any therapy will be billed at AWP x 0.9 of the drug.

Base IV Solution Pricing

-        Base solutions billed at AWP x 0.9


                                       14

<PAGE>

                                  APPENDIX "A"
                         IV Supplies included by Therapy

STANDARD IV ANCILLARY SUPPLY UTILIZATION

HYDRATION - CONTINUOUS INFUSION (PERIPHERAL)
<TABLE>
<CAPTION>
       Item Description                                               # Units  /  per  # days
       ----------------                                               -----------------------
       <S>                                                            <C>
          IV Tubing                                                   1        2-3 days
          IV Pump                                                     1  per therapy duration
          IV Start Kit                                                1        2 days
          IV Catheter                                                 2        2 days
          IV Securement device                                        1        2 days
          IV Flush supplies (Pre-filled, vials as extra)              1        2 days
          IV Needleless system supplies                                        PRN
</TABLE>

HYDRATION - CONTINUOUS INFUSION (CENTRAL)

<TABLE>
<CAPTION>
      Item Description                                                # Units  /  per  # days
      -----------------                                               -----------------------
      <S>                                                             <C>
          IV Tubing                                                   1        2-3 days
          IV Pump                                                     1  per therapy duration
          Central Line Drsg change kit                                1        7
          IV Securement Device                                        1        7
          IV Flush supplies (Pre-filled, vials as extra)              1        7 or prn
          IV Needleless system supplies                                        PRN
</TABLE>

TOTAL PARENTERAL NUTRITION - CONTINUOUS

<TABLE>
<CAPTION>
      Item Description                                                # Units  /  per  # days
      -----------------                                               -----------------------
      <S>                                                             <C>
          IV Tubing with appropriate filter                           1        1
                (.22 vs. 1.2 micron)
          IV Pump                                                     1  per tx. Duration
          Central Line Dressing Change Kit                            1        7
          IV securement device                                        1        7
          0.9 NaCl multi-dose vial or SASH Kit                        1   at start of tx.
          If adding multi-dose vitamin
             -10 cc syringe                                           1        1
             -20 gauze 1 1/2 needle                                   1        1
          IV Needleless system supplies                                        PRN

          ~  more flush supplies if cyclic infusion
          ~  Lipids only Infusion
                  1   IV Tubing
                  1   IV Pump
                  Needleless system supplies
</TABLE>


                                       15

<PAGE>

                             APPENDIX "A" CONTINUED
                         IV Supplies included by Therapy

PROCALAMINE - CONTINUOUS INFUSION

<TABLE>
<CAPTION>
      Item Description                                                # Units  /  per  # days
      -----------------                                               -----------------------
      <S>                                                             <C>
          IV Tubing                                                   1        2-3 days
          IV Pump                                                     1  per tx. Duration
          IV Dressing change kit                                      1        7
          IV Securement device                                        1        7
          0.9 NaCl multi-dose vial 30ml or SASH Kit                   1  start of therapy, prn
          IV Needleless system supplies                                        PRN
</TABLE>

PROCALAMINE / LIPIDS - CONTINUOUS INFUSION

<TABLE>
<CAPTION>
      Item Description                                                # Units  /  per  # days
      -----------------                                               -----------------------
      <S>                                                             <C>
          IV Tubing with 1.2 micron filter                            1       1
          IV Pump                                                     1  per tx. Duration
          IV Dressing change kit                                      1        7
          IV Securement device                                        1        7
          0.9 NaCl multi-dose vial 30ml or SASH Kit                   1  at start of tx, prn
          IV Needleless system supplies                                        PRN
</TABLE>

ANTIBIOTIC/INTERMITTENT (PERIPHERAL)

<TABLE>
<CAPTION>
      Item Description                                                # Units  /  per  # days
      -----------------                                               -----------------------
      <S>                                                             <C>
          IV Tubing*                                                  1        1
          IV Pump                                                     1  per tx. Duration
          IV Start Kit                                                1         2
          IV Catheter                                                 2         2
          IV Securement Device                                        1         2
          IV Needleless System Supplies                               PRN
          IV Flush Supplies**
             A.  Pre-Filled Syringes                                  1 Pkg. 8-12 hours
             B.  Multi-Dose Vials
                 30ml 0.9NS                                           1        3
                 30ml Heparin Flush                                   1        3
</TABLE>


 *   Use separate tubing for each antibiotic therapy
**   Send additional specific flush supplies based on dose schedule of
antibiotics. Flush medications will be dispensed primarily in pre-filled
syringes, vials will be dispensed as extra backup supply or when
more appropriate.


                                       16

<PAGE>

                                  APPENDIX "B"
                  CLINICAL EDUCATION AND PROFESSIONAL SERVICES
-------------------------------------------------------------------------------
CLINICAL EDUCATION:
<TABLE>
<CAPTION>
                 Course Listing                                          Contact Hours        Charge per Nurse     Comments
                 --------------                                          -------------        ----------------     --------
<S>                                                                      <C>                  <C>                  <C>
Peripheral IV Course                                                          19.4               $ 135.00
Total Parenteral Nutrition                                                     2.6                $ 50.00
Care & Maintenance of Central Lines                                            5.0                $ 50.00
Pain Management                                                                4.8                $ 50.00
Infusion Review Class                                                          6.3               $ 100.00
Chemotherapy: Nursing Considerations                                           0                  $ 50.00
Administration of Blood Products                                               0                  $ 25.00
Midline Insertion                                                              0                 $ 250.00
Peripheral Phlebotomy                                                          0                  $ 50.00

PROFESSIONAL SERVICES:
Peripheral Insertion or Attempt                                          $  90.00
Midline/PICC Assessment                                                  $ 100.00
Midline Insertion or Attempt                                             $ 150.00
PICC Insertion or Attempt                                                $ 250.00
Remove PICC/Non-Tunneled Catheter                                        $ 150.00
Access or De-Access Implanted Port                                       $ 150.00
Declot Central Catheters                                                 $ 150.00
Repair Central Catheters                                                 $ 150.00
</TABLE>

Blood transfusions will be billed at $ 80 hour for nursing services. If
NeighborCare must procure the blood and lab services, NeighborCare will bill at
its invoiced cost plus a 5% administrative fee.


                                       17

<PAGE>

              REQUIRED STANDARDS OF SERVICE FOR PHARMACY DISPENSING

Pharmacy Dispensing Model

-        Within states permitting pharmacy prescription returns, a 28 or 30-day
         dispensing system supply of medications will be provided.

-        Within states NOT permitting pharmacy prescription returns, a 14-day
         dispensing system supply of medications will be provided for all
         Facility paid residents (i.e. Medicare Part A and Managed Care
         patients). All other patients may be provided with a 28 or 30-day
         supply of medications.

Returns/Restocking Fee

-        There is a $5.00 restocking fee per prescription.

After Hours Service

-        After hours non-emergency requests for the following will be provided
         at a fee of $50 per request. Requests for special delivery, regardless
         of whether they are subject to this $50 fee, will be met within four
         (4) hours of request receipt:

         -        Routine medication refill (due to Facility error)
         -        Replace lost medication cart keys
         -        Non-emergency requests for equipment
         -        Floor stock/OTC orders
         -        Healthcare supply orders
         -        Emergency kit exchanges
         -        Providing prescription service to a Resident who has not
                  selected NEIGHBORCARE as his or her primary pharmacy supplier

Billing

-        NEIGHBORCARE will bill the Facility as described in Section 5.1(c) and
         the "Scope" section of this Exhibit "A" for Medicare A patients only.
         At the Facility's discretion, private pay and/or selected third party
         patients may be billed to the Facility at the same rate as a Medicare A
         patient.


                                       18

<PAGE>

Delivery

-        The standard delivery model is a once a day delivery, seven days per
         week. Facilities specified below will receive twice a day delivery due
         to higher acuity patient needs. New orders will be delivered within 4
         hours and may require special delivery outside of the standard delivery
         run.

                    FACILITIES REQUIRING TWICE A DAY DELIVERY

<TABLE>
<CAPTION>
                                                                                 DELIVERY FREQUENCY
FACILITY NAME                                                                        (PER DAY)
-------------                                                                    ------------------
<S>                                                                              <C>
WEST REGION
Driftwood Healthcare Center - Torrance                                                   2
El Rancho Vista Healthcare Center                                                        2
Flagship Healthcare Center                                                               2
Florin Healthcare Center                                                                 2
Inglewood Healthcare Center                                                              2
Palm Springs Healthcare Center                                                           2
Santa Monica Healthcare Center                                                           2
Skyline Healthcare Center - Los Angeles                                                  2
Tarzana Health and Rehabilitation Center                                                 2
Verdugo Vista Healthcare Center                                                          2
Autumn Hills Healthcare Center                                                           2
Mission Carmichael Healthcare Center                                                     2

MID-AMERICA
Clinton-Aire Healthcare Center                                                           2
Heritage Manor Nursing Center                                                            2
Nightingale Healthcare Center                                                            2
Southpointe Health Care Center                                                           2

ATLANTIC COAST
Hallmark Healthcare Center                                                               2
Jolley Acres Health Care Center                                                          2
Lake City Scranton Healthcare Center                                                     2
Oakbrook Health and Rehabilitation Center                                                2
Prince George Health Care Center                                                         2
Springdale Healthcare Center                                                             2
St. George Health Care Center                                                            2
</TABLE>


                                       19