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                                                                    EXHIBIT 10.1

                                 LOAN AGREEMENT

                                  March 6, 2000




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

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

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


Gentlemen:

         This Loan Agreement (the "Loan Agreement"), when countersigned by an
authorized officer of each corporation, Park Pharmacy Corporation ("Park"), a
Colorado corporation, Dougherty's Pharmacy, Inc. ("Dougherty"), a Texas
corporation, and RX-Pro.Com, Inc. ("RX"), a Texas corporation (hereinafter for
convenience sometimes collectively, jointly or singly referred to as
"Borrower"), will set forth the terms of a multiple obligation credit facility
by and between Borrower and BANK OF TEXAS, N.A.("Bank"):

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


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         a.       $3,000,000.00 Revolving Line of Credit. Subject to the terms
                  and conditions set forth herein and satisfaction of all of
                  Borrower's obligations under the Loan Documents, Bank agrees
                  to lend to Borrower on a revolving basis from time to time
                  during the period commencing on the date hereof and continuing
                  through February 28, 2002, the maturity date of one of the two
                  promissory notes evidencing this Credit Facility from time to
                  time, such amounts as Borrower may request hereunder;
                  provided, however, (i) the total principal amount outstanding
                  at any time shall not exceed $3,000,000.00 (the "Revolving
                  Line of Credit" or the "Maximum LOC Commitment Amount"), and
                  (ii) notwithstanding anything to the contrary herein, amounts
                  outstanding on the Revolving Line of Credit shall not exceed
                  the lesser of the Borrowing Base or the Maximum LOC Commitment
                  Amount. Borrower's right to borrow further funds under the
                  Revolving Line of Credit shall be limited to the Borrowing
                  Base as established by the terms thereof. Subject to the terms
                  and conditions of the Revolving Line of Credit, Borrower may
                  borrow, repay and reborrow amounts thereunder. The sums
                  advanced under the Revolving Line of Credit shall be used by
                  the Borrower to provide (i) working capital support for
                  Borrower, (ii) acquisition financing of other pharmacies
                  and/or pharmaceutical/medical supply concerns, and (iii)
                  refinancing of existing debt owed by any one or more of the
                  three corporations comprising Borrower.

         b.       $336,000.00 Term Note. Subject to the terms and conditions set
                  forth herein and satisfaction of all obligations of the
                  Borrower in the Loan Documents, Bank agrees to lend Borrower
                  on a term basis beginning on the date hereof and continuing
                  for a term of five (5) years, in a single advance the lesser
                  of (i) $336,000.00 or (ii) the Term Loan Borrowing Base. This
                  Note (the "Term Equipment Loan") will amortize fully on the
                  basis of a five (5) year mortgage amortization and mature on
                  February 28, 2005. Funding will be limited to the lesser of
                  the face amount of the Term Equipment Loan or 80% of the
                  depreciated book value at cost of all machinery and equipment
                  (the percentage result referred to as the "Term Loan Borrowing
                  Base"and the personalty referred to as the "equipment") as
                  shown on the consolidated financial statements of the Borrower
                  dated December 31, 1999. The equipment must be owned by
                  Borrower. No leased or third party owned equipment shall be
                  included in the listing of equipment pledged, but shall
                  include all equipment currently owned by the Borrower. The
                  monies advanced on the Term Equipment Loan will be used by
                  Borrower to provide (i) working capital support for Borrower,
                  (ii) acquisition financing of other pharmacies and/or
                  pharmaceutical/medical supply concerns, and (iii) refinancing
                  of existing debt owed by any one or more of the three
                  corporations comprising Borrower.

         c.       The two (2) notes (a "Note" or the "Notes") will provide that
                  the Notes are cross- collateralized and cross-defaulted. Park
                  shall have the option to add Additional Collateral (defined
                  below) to the Borrowing Base upon acquisition of a future
                  subsidiary subject to provision in form and substance to the
                  satisfaction of Bank of (i)

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                  a written Guaranty of the Revolving Line of Credit( in form
                  substantially similar to the attached Exhibit "B"), (ii) a
                  written pledge and security agreement (substantially in the
                  form of the attached Exhibit "C"), (iii) a written opinion of
                  counsel containing opinions of the type delivered by
                  Borrower's current counsel at closing and an opinion to the
                  effect that the act of pledging assets to secure the debt of
                  Borrower is not subject to a fraudulent conveyance claim, (iv)
                  execution and delivery of all necessary financing statements
                  or other documentation or agreements required by Bank to
                  perfect a first and prior security interest in the Additional
                  Collateral, (v) evidence of the authorization and binding
                  effect of that future subsidiary's proffered performance under
                  those new agreements and/or documents, and (vi) payment of all
                  Bank's costs, including without limitation reasonable
                  attorney's fees,

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

2. PROMISSORY NOTES. The Loan shall be evidenced by two (2) promissory notes
(together with any renewals, extensions, modifications, and/or increases
thereof, if any [and none is committed by Bank], the "Revolving Line of Credit
Note" and the "Term Equipment Note" respectively, with each Note providing for
joint and several liability, duly executed by an authorized officer of Park,
Dougherty and RX, and payable to the order of Bank), in the stated aggregate
principal amount of up to $3,336,000.00 (the "Commitment Amount"), and otherwise
in form and substance acceptable to Bank. Interest on the Notes shall accrue at
the various rates set forth below. The principal of and interest on the two (2)
Notes comprising the Loan shall be due and payable in accordance with the terms
and conditions set forth in each of the Notes and in this Loan Agreement.

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

         a.       Revolving Line of Credit Note: (i) all stock owned by Park of
                  Dougherty and RX together with all tangible personal property
                  of Park now existing or hereafter acquired and (ii) all
                  accounts receivable, inventory, cash and all other tangible
                  personal property of Dougherty and RX, including without
                  limitation, insurance policies thereto and all proceeds
                  therefrom (the "LOC Collateral"), more particularly described
                  in those three (3) certain Pledge Agreement or Pledge and
                  Security Agreements dated of even date herewith, executed as
                  appropriate, by Park,

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                  Dougherty and RX to or for the benefit of Bank (each hereafter
                  referred to as a "Pledge Agreement"). Park, Dougherty and RX
                  agree to execute such other agreements and documents as Bank
                  shall deem appropriate and otherwise require from time to time
                  to more fully create and perfect Bank's first and prior liens
                  and security interests in the LOC Collateral. Borrower
                  confirms that each entity comprising Borrower owns the LOC
                  Collateral free and clear of all security interests and liens
                  of any type after closing and the payoff of any loan balance
                  of Borrower then outstanding, as applicable.

         b.       Term Equipment Note: the equipment of Dougherty and RX, and
                  all insurance policies, warranties, and service contracts
                  associated therewith (the "Term Note Collateral"). Borrower
                  will provide Bank all necessary documentation to evidence this
                  Note and all security for the repayment thereof.

         c.       Guaranty Agreements: If Park elects to add eligible assets of
                  any future subsidiary to the Borrowing Base, as part of the
                  requirements discussed above Borrower further agrees to
                  provide to Bank as additional security for repayment of the
                  Credit Facility separate written guaranty agreements (each
                  hereafter referred to as a "Guaranty") substantially in form
                  of the attached Exhibit "B" or as otherwise required by Bank
                  in its sole discretion by each future subsidiary of Park. Each
                  Guaranty will remain in effect until both Notes and all costs
                  and expenses due therein are fully paid. Each Guaranty shall
                  expressly provide that the Bank will be entitled to proceed to
                  enforce its rights in the LOC Collateral against one or more
                  Guarantor without proceeding against any one or all of the
                  three entities comprising the Borrower, any other Guarantor,
                  or in any combination thereof, or in respect of any collateral
                  which secures the Credit Facility in such manner, time and
                  sequence as the Bank shall determine in its sole and absolute
                  discretion.

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

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

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

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                           account, chattel paper or document which evidences a
                           right of Borrower to receive payment from a third
                           party, not an affiliate of Borrower.

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

                           (iii) "Borrowing Base" The sum of (a) Eligible
                           Inventory plus (b) 80% of Eligible Accounts
                           Receivable.

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

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

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

                           (vii) "Five Percent Past Due Rule" Any relationship
                           with a customer where more than five percent (5%) of
                           the account balance is more than ninety (90) days
                           outstanding shall result in the entirety of the
                           account receivable to that customer being excluded
                           from eligible accounts receivable.

                           (viii) "Ten Percent Concentration Rule" Any accounts
                           receivable representing more than ten percent (10%)
                           of Borrower's receivable relationship owed by any one
                           third party.

                           (ix) "Ineligible Accounts Receivable" Any account
                           receivable more than ninety (90) days outstanding and
                           any account receivable required to be subtracted from
                           total accounts receivable in accordance with the
                           requirements of Schedule 1 to Exhibit "A" attached to
                           this Agreement.

                           (x) "Eligible Accounts Receivable" Any account
                           receivable which is not an ineligible account
                           receivable as defined above.

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

                           (xii) "Eligible Equipment" All equipment actually
                           owned by Borrower valued as carried on the books and
                           records of that owning entity at eighty percent (80%)
                           of the depreciated book value at cost of all such
                           eligible items.

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

4.       REDUCTION OF REVOLVING LINE OF CREDIT NOTE.

         a.       Mandatory Reduction. At any time the amount advanced and
                  outstanding on the Revolving Line of Credit Note is in excess
                  of eighty per cent (80%) of the eligible accounts receivable
                  and the eligible inventory pledged to Bank, Borrower shall
                  immediately make a payment on the Loan within five (5)
                  business days in amount sufficient to reduce the outstanding
                  balance of the Revolving Line of Credit Note to an amount
                  equal to or less than the Borrowing Base, or Borrower shall
                  cause to be pledged to the Bank Additional Collateral in form
                  reasonably satisfactory to the Bank. Upon either party
                  obtaining knowledge that Borrower is not in compliance with
                  the Borrowing Base, Borrower shall not be entitled to any
                  further advances on the Revolving Line of Credit Note until
                  such time as Borrower has made the payment provided above or
                  pledged Additional Collateral to increase the Borrowing Base
                  to a level of compliance. Payment of the required amount to
                  bring the outstanding balance of the Revolving Line of Credit
                  Note into compliance with the provisions of this Agreement
                  shall be made on or before five (5) business days after the
                  date Borrower shall have filed a report with Bank hereunder
                  reflecting that set of facts. Any action by Borrower to pledge
                  Additional Collateral may allow the Maximum LOC Commitment
                  Amount to be increased as supported by the Borrowing Base, but
                  never to an amount in excess of $3,000,000.00.

         b.       Advancement on Term Equipment Note. Borrower shall be entitled
                  to one (1) advance on the Term Equipment Note in the amount
                  and based upon the provisions of paragraph 1(b), above. The
                  amount of advancement to the Term Equipment Note shall be the
                  lesser of $336,000.00 or the value of equipment on the books
                  and records

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                  of the Borrower which is represented by Borrower to be the
                  depreciated book value at cost of each such item of equipment.

5. REPRESENTATIONS AND WARRANTIES. Park, Dougherty and RX hereby jointly and
severally represent and warrant, and upon each request for an advance under the
Credit Facility further so represent and warrant, to Bank as follows:

         a.       Binding Obligations. The execution, delivery, and performance
                  of this Loan Agreement and all of the other Loan Documents by
                  Borrower, and where applicable by each Guarantor, constitute
                  legal, valid and binding obligations of Borrower and where
                  applicable of each Guarantor, enforceable in accordance with
                  the respective terms, except as limited by bankruptcy,
                  insolvency or similar laws of general application relating to
                  the enforcement of creditors' rights and except to the extent
                  specific remedies may generally be limited by equitable
                  principles.

         b.       No Consent. The execution, delivery and performance of this
                  Loan Agreement and the other Loan Documents, and the
                  consummation of the transactions contemplated hereby and
                  thereby, do not (i) conflict with, result in a violation of,
                  or constitute a default under any law, governmental
                  regulation, court decree or order applicable to Borrower, or
                  (ii) require the consent, approval or authorization by any
                  third party, other than the action to be taken by each
                  Guarantor in executing and delivering a Guaranty and a Pledge
                  Agreement as provided above.

         c.       Financial Condition. Each financial statement of Borrower and
                  of any future subsidiary of Park supplied to the Bank fairly
                  discloses and presents Borrower's and/or each of Park's
                  Subsidiary's respective financial condition as of the date of
                  each such statement. There has been no material adverse change
                  in such financial condition or results of operations of
                  Borrower and of each of Guarantor subsequent to the date of
                  the most recent financial statements supplied to the Bank.

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

         e.       Taxes; Governmental Charges. Borrower and, if applicable, each
                  Guarantor have filed all federal, state and local tax reports
                  and returns required by any law or regulation to be filed by
                  Borrower (and if applicable by a Guarantor) and each filing
                  party has either duly paid all taxes, duties and charges
                  indicated due on the basis of such returns and reports, or
                  made adequate provision for the payment thereof, and the

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                  assessment of any material amount of additional taxes in
                  excess of those paid and reported is not reasonably expected.

6. CONDITIONS PRECEDENT TO ADVANCES. Bank's obligation to make any advance under
this Loan Agreement relating to any one of the two (2) Notes and the other Loan
Documents shall be subject to the conditions precedent that, as of the date of
such advance and after giving effect thereto (i) all representations and
warranties made to Bank in this Loan Agreement and the other Loan Documents
shall be true and correct, as of and as if made on such date, (ii) no material
adverse change in the respective or consolidated financial condition of Borrower
(and a Guarantor, if applicable) since the effective date of the most recent
financial statements furnished to Bank by Borrower shall have occurred and be
continuing, (iii) no event has occurred and is continuing, or would result from
the requested advance, which with notice or lapse of time, or both, would
constitute an Event of Default (as hereinafter defined), (iv) Bank has received
all Loan Documents appropriately executed by Borrower and all other proper
parties and Borrower has paid any and all fees and expenses due Bank hereunder,
and (vi) Borrower has submitted all required certificates and other
documentation to request an initial or subsequent (where, when and to the extent
permitted) advance on the Credit Facility.

7. AFFIRMATIVE COVENANTS. Until (i) the Note and all other obligations and
liabilities of Borrower under this Loan Agreement and the other Loan Documents
are fully paid and satisfied, and (ii) the Bank has no further commitment to
lend hereunder, Borrower agrees and covenants that Borrower will, unless Bank
shall otherwise consent in writing:

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

         (b)      Quarterly Consolidated Financial Statements. Within forty-five
                  (45) days of the end of each fiscal quarter, Borrower shall
                  provide a quarterly consolidated financial statement for
                  Borrower and any future subsidiary of Park. Each such
                  quarterly report shall summarize the prior quarterly end
                  balances and contain such all detail as is provided in the
                  monthly financial statements summarized for the quarter and
                  reflected

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                  on a consolidated basis for Borrower and any future subsidiary
                  of Park, all in reasonable detail and certified by the
                  respective chief financial officer of Borrower. Each such
                  summary shall be prepared in accordance with generally
                  accepted accounting principles and fairly and accurately
                  present the financial condition and results of operations of
                  the Borrower on a consolidated basis for that quarter ending;

         (c)      Annual Financial Statements. As soon as available and in any
                  event within ninety (90) days after the end of each fiscal
                  year of the Borrower beginning with the fiscal year ended June
                  30, 2000, Borrower will provide Bank a copy of the annual
                  audited consolidated financial statements for Park, Dougherty
                  and RX and any Guarantor for such fiscal year containing
                  balance sheets, income statements, statements of retained
                  earnings, statements of changes in financial position and cash
                  flow statements, as at the end of each such fiscal year and
                  for the twelve (12) month period then ended, in each case
                  setting forth in comparative form the figures for the
                  preceding fiscal year, all in reasonable detail and audited
                  and certified by independent certified public accountants of
                  recognized standing acceptable to the Bank, to the effect that
                  such report has been prepared in accordance with generally
                  accepted accounting principles;

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

         (e)      Inventory Schedule. Furnish to the Bank, at its request, but
                  no less frequently than annually, beginning July 31, 2000, on
                  or before thirty (30) days from the end of the fiscal year end
                  period, a schedule of all inventory in a form satisfactory to
                  the Bank;

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

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

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

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

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

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

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

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

         (n)      Existence. Maintain its existence as a corporation duly
                  incorporated and in good standing under the law of the
                  jurisdiction under which it is incorporated and continue to be
                  duly licensed or qualified as a foreign corporation in all
                  jurisdictions wherein the character of the property owned or
                  leased by it or the nature of the business transacted by it
                  makes licensing or qualification necessary by a foreign
                  corporation;

         (o)      Inspection. Make available to the Bank's officers or
                  representatives, at any reasonable time, the books and records
                  of the Borrower, including, but not limited to, the

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                  accounts receivable files, inventory records, general ledger,
                  and correspondence files. The Bank has the right to examine
                  its Collateral at any reasonable time without prior notice;

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

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

         (r)      Current Ratio. Maintain at all times on a consolidated basis,
                  a ratio of current assets less any type of prepaid assets to
                  current liabilities of not less than 1.5 to 1.0 as determined
                  in accordance with generally accepted accounting principles,
                  consistently applied;

         (s)      Tangible Net Worth. To have at the making of the Notes a
                  consolidated tangible net worth of at least $1,750,000.00.
                  Borrower's Tangible Net Worth shall increase annually
                  beginning December 31, 2000 by an amount equal to at least
                  fifty percent (50%) of Borrower's pre-tax income. Tangible Net
                  Worth, as used in this Agreement, is defined to be (i) total
                  assets of the Borrower (limited as provided below) plus (ii)
                  any indebtedness of Borrower (Subordinated Debt) that is fully
                  and unconditionally subordinated to all indebtedness and
                  obligations owed by the Borrower to Bank less (iii) the total
                  liabilities of the Borrower, contingent or otherwise. The sum
                  of the following shall be excluded from the calculation of
                  total assets of the Borrower: (w) goodwill, including any
                  amounts (however designated on the Borrower's balance sheet)
                  representing the cost of acquisition of assets or stock in
                  excess of underlying tangible assets, (x) patents, trademarks,
                  copyrights, deferred charges (including but not limited to,
                  unamortized discount and expenses, but excluding therefrom any
                  prepaid expenses), intangible and other similar assets, (y)
                  advances to stockholders, officers, employees or other related
                  parties of the Borrower and (z) all other assets properly
                  classified as intangible assets.

         (t)      Opinion of Counsel. Borrower shall provide Bank an opinion of
                  counsel in the form satisfactory to Bank's counsel providing
                  opinions by Borrower's counsel as to the existence of Park,
                  Dougherty and RX , where and when applicable, that the value
                  received by each Guarantor and the binding effect of each
                  Guaranty and each Pledge Agreement by a Guarantor , an opinion
                  on usury, organization and good standing of the Borrower and
                  each Guarantor as well as the authorization of Borrower and
                  each Guarantor to conduct business in the State of Texas, and
                  evidence that all requisite corporate action, authority of the
                  executing officer and no third-party consents are required,
                  together with such other opinions as might be appropriate
                  under the circumstances to accomplish the Loan and evidence
                  Borrower's and, when applicable,

                                                                         Page 11

<PAGE>   12



                  each Guarantor's ability to enter into, execute and perform
                  under the terms of the Loan Documents.

8. NEGATIVE COVENANTS. Until (i) the Revolving Line of Credit Note and the Term
Equipment Note and all other obligations and liabilities of Borrower under this
Loan Agreement and the other Loan Documents are fully paid and satisfied, and
(ii) the Bank has no further commitment to lend hereunder, Borrower will not,
without the prior written consent of Bank:

         (a)      Debt. Directly or contingently create, incur, assume or suffer
                  to exist any debt for borrowed money, whether by way of loan,
                  guaranty or the issuance or sale of bonds, debentures, notes
                  or securities, including deferred debt for the purchase price,
                  except (i) the Loan described herein, (ii) current accounts
                  payable and other current obligations (other than for borrowed
                  money) arising out of transactions in the ordinary course of
                  business and (iii) loans by any one of the three corporations
                  comprising the Borrower to any one or more of the other
                  corporations comprising the Borrower;

         (b)      Mergers; Dispositions. Form any new Subsidiary or merge or
                  invest in or consolidate with any corporation or other entity,
                  or sell, lease, assign, transfer, or otherwise dispose of
                  (whether in one transaction or as a series of related
                  transactions) all or substantially all of its assets, whether
                  now owned or hereafter acquired, or acquire by purchase or
                  otherwise, all or substantially all of the assets of any
                  corporation or other entity. Provided, however, that Bank does
                  approve any action by Borrower to spin- off RX-Pro.Com, Inc.
                  and commits to release Park's common stock in RX, RX's
                  accounts receivable and equipment, all of which are part as
                  LOC Collateral if the proceeds of that transaction received by
                  Borrower are applied to the then outstanding balance of the
                  Credit Facility to the extent necessary to bring Borrower into
                  compliance with the terms and provisions of this Loan
                  Agreement. If Borrower is otherwise in compliance with the
                  terms of the Loan Agreement and not in default under any Loan
                  Document, in a "spin-off" transaction of RX-Pro.Com, Inc.,
                  Borrower shall be entitled to a termination of the RX Pledge
                  Agreement at no cost or expense to Bank. Park may hereafter
                  acquire or form a new Subsidiary if, immediately after either
                  such acquisition or formation, Park (x) pledges the capital
                  stock of such new Subsidiary to the Bank as security for
                  Park's obligations under the Credit Facility and (y) should
                  Park elect to use certain assets of a new Subsidiary as part
                  of the Borrowing Base, causes each such new Subsidiary to
                  execute a Guaranty and a separate Pledge Agreement all as
                  discussed above. However, notwithstanding the increase in the
                  Borrowing Base, the Maximum LOC Commitment Amount shall never
                  exceed $3,000,000.00.

         (c)      Change in Form of Business. Other than in respect of a
                  spin-off of RX from Park as discussed above, Borrower shall
                  not, directly or indirectly, engage in any business

                                                                         Page 12

<PAGE>   13



                  significantly and materially different from those in which it
                  currently engages in or contemplates engaging in, or
                  substantially altering its method of business;

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

         (e)      Liens. Create, incur, assume or suffer to exist any mortgage,
                  deed of trust, pledge, encumbrance, lien or security interest
                  of any kind, upon any of its property now owned or hereafter
                  acquired, except (i) liens, mortgages, encumbrances or
                  security interests to secure payment of the borrowings
                  authorized hereunder; (ii) pledges or deposits to secure
                  obligations under workmen's compensation laws or of similar
                  laws; (iii) deposits to secure public or statutory
                  obligations; (iv) statutory mechanics', carriers', workmen's,
                  repairmen's liens or other like items in the ordinary course
                  of business with respect to obligations which are not overdue
                  or are being contested in good faith; and (v) existing liens
                  not contemplated under this Agreement as reflected by the
                  financial statements submitted to the Bank dated as of
                  December 31, 1999;

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

         (g)      Disposition of Assets. Sell, lease, assign, transfer, or
                  otherwise dispose of any of its assets except any shares of
                  capital stock of RX-Pro.Com, Inc. transferred in accordance
                  with the provisions of paragraph 8.(b), above; and

         (h)      Capital Expenditures. Permit its aggregate capital
                  expenditures to exceed $500,000 during any fiscal year.

         (i)      Change in Management. Permit a change in the senior management
                  of Borrower's business operations whereby at the end of that
                  change Thomas R. Baker and/or Joe B. Park are not the senior
                  executive officers of Borrower. Borrower confirms that the
                  death or legal incapacity of Thomas R. Baker or Joe B. Park
                  shall

                                                                         Page 13

<PAGE>   14



                  not constitute a permitted change of management of the
                  Borrower under this section.

9. EVENTS OF DEFAULT. In confirmation and/or in addition to the express terms of
the Loan Documents, each of the following shall constitute an "Event of Default"
under this Loan Agreement:

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

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

         (c)      The occurrence of an event of default under any of the other
                  Loan Documents or under any other agreement now existing or
                  hereafter arising between Bank and Borrower and or any other
                  Obligated Party and such default shall continue for a period
                  of ten (10) days after written notice thereof from Bank to
                  Borrower.

         (d)      Any representation contained herein or in any of the other
                  Loan Documents made by Borrower or any Obligated Party is
                  false or misleading in any material respect as of the date
                  made.

         (e)      If Borrower or any Obligated Party: (i) becomes insolvent, or
                  makes a transfer in fraud of creditors, or makes an assignment
                  for the benefit of creditors, or admits in writing its
                  inability to pay its debts as they become due; (ii) generally
                  is not paying its debts as such debts become due; (iii) has a
                  receiver, trustee or custodian appointed for, or take
                  possession of, all or substantially all of the assets of such
                  party, either in a proceeding brought by such party or in a
                  proceeding brought against such party and such appointment is
                  not discharged or such possession is not terminated within
                  sixty (60) days after the effective date thereof or such party
                  consents to or acquiesces in such appointment or possession;
                  (iv) files a petition for relief under the United States
                  Bankruptcy Code or any other present or future federal or
                  state insolvency, bankruptcy or similar laws (all of the
                  foregoing hereinafter collectively called "Applicable
                  Bankruptcy Law") or an involuntary petition for relief is
                  filed against such party under any Applicable Bankruptcy Law
                  and such involuntary petition is not dismissed within sixty
                  (60) days after the filing thereof, or an order for relief
                  naming such party is entered under any Applicable Bankruptcy
                  Law, or any composition, rearrangement, extension,
                  reorganization or other relief of debtors now or hereafter

                                                                         Page 14

<PAGE>   15



                  existing is requested or consented to by such party; (v) fails
                  to have discharged within a period of thirty (30) days any
                  attachment, sequestration or similar writ levied upon any
                  property of such party; or (vi) fails to pay within thirty
                  (30) days any final money judgment against such party.

         (f)      The death or legal incapacitation of Thomas R. Baker and/or
                  Joe B. Park or any person obligated to pay any part of the
                  Indebtedness; provided, however, that no such event of default
                  shall occur if a successor executive officer nominated,
                  appointed and/or elected is disclosed by Borrower to and
                  approved by Bank within thirty (30) days of the date of death
                  or legal incapacity of Thomas R. Baker and/or Joe B. Park, or
                  absent the disclosure of a successor executive officer within
                  that period of time, until the earliest to occur of (1) the
                  date which is sixty (60) days after the death or date of
                  determination of legal incapacity of Messrs. Baker and/or
                  Park, or (2) the date which is no less than thirty (30)
                  Business Days before the expiration of the period for filing a
                  claim on behalf of Bank (as the holder of a matured,
                  liquidated claim) with the appropriate probate or other court
                  having jurisdiction over the estate and/or person of Messrs.
                  Baker and/or Park, which date shall be determined by Bank in
                  its sole and absolute discretion after consultation with legal
                  counsel selected by Bank, or (3) the date which is twenty (20)
                  Business Days after the date that the executor, administrator,
                  or guardian of Messrs. Baker and/or Park's estate or person is
                  duly appointed or approved by the appropriate probate or other
                  court with jurisdiction without Borrower providing evidence
                  that a personal representative of Thomas R. Baker and/or Joe
                  B. Park has been appointed, qualified and is serving in
                  office. It is the intent of Borrower and Bank that Borrower is
                  always possessed of qualified senior executive management and
                  that Borrower can evidence that its management will not be
                  disrupted by the absence of either Thomas R. Baker and/or Joe
                  B. Park. The Bank's determination of the continuity of
                  management of the Borrower shall be in the Bank's sole and
                  absolute discretion.

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

         (h)      The default by or of Borrower under any one of the two Notes
                  or any of the Loan Documents related thereto shall also
                  constitute an event of default under the other Note not
                  otherwise then in default.

         Nothing contained in this Loan Agreement shall be construed to limit
the events of default enumerated in any of the other Loan Documents and all such
events of default shall be cumulative. The term "Obligated Party", as used
herein, shall mean any party other than Borrower who secures, guarantees, in
whole or in part, and/or is otherwise obligated to pay all or any portion of the
indebtedness evidenced by any one or both of the two Notes.


                                                                         Page 15

<PAGE>   16



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

         (a)      the entire unpaid balance of principal of each of the two
                  Notes, together with all accrued but unpaid interest thereon,
                  and all other indebtedness owing to Bank by Borrower at such
                  time shall, at the option of Bank, become immediately due and
                  payable without further notice, demand, presentation, notice
                  of dishonor, notice of intent to accelerate, notice of
                  acceleration, protest or notice of protest of any kind, all of
                  which are expressly waived by Borrower, and (b) Bank may, at
                  its option, make further advances under the Revolving Line of
                  Credit Note; provided, however concurrently and automatically
                  with the occurrence of an Event of Default under subparagraph
                  (e) in the immediately preceding paragraph (i) further
                  advances requested by Borrower under the Revolving Line of
                  Credit Note shall cease, and (ii) the Revolving Line of Credit
                  Note, the Term Equipment Note and all other indebtedness owing
                  to Bank by Borrower at such time shall, without any action by
                  Bank, become due and payable, without further notice, demand,
                  presentation, notice of dishonor, notice of acceleration,
                  notice of intent to accelerate, protest or notice of protest
                  of any kind, all of which are expressly waived by Borrower.
                  All rights and remedies of Bank set forth in this Loan
                  Agreement and in any of the other Loan Documents may also be
                  exercised by Bank, at its option to be exercised in its sole
                  discretion, upon the occurrence of an Event of Default.

11. RIGHTS CUMULATIVE. All rights of Bank under the terms of this Loan Agreement
shall be cumulative of, and in addition to, the rights of Bank under any and all
other agreements between Borrower and Bank (including, but not limited to, the
other Loan Documents), and not in substitution or diminution of any rights now
or hereafter held by Bank under the terms of any other agreement.

12. WAIVER AND AGREEMENT. Neither the failure nor any delay on the part of Bank
to exercise any right, power or privilege herein or under any of the other Loan
Documents shall operate as a waiver thereof, nor shall any single or partial
exercise of such right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. No
waiver of any provision in this Loan Agreement or in any of the other Loan
Documents and no departure by Borrower therefrom shall be effective unless the
same shall be in writing and signed by Bank, and then shall be effective only in
the specific instance and for the purpose for which given and to the extent
specified in such writing. No modification or amendment to this Loan Agreement
or to any of the other Loan Documents shall be valid or effective unless the
same is signed by the party against whom it is sought to be enforced.

13. BENEFITS. This Loan Agreement shall be binding upon and inure to the benefit
of Bank, Borrower, and any Obligated Party, and their respective successors and
assigns, provided, however, that Borrower and any Obligated Party may not,
without the prior written consent of Bank, assign any rights, powers, duties or
obligations under this Loan Agreement or any of the other Loan Documents.


                                                                         Page 16

<PAGE>   17



14. NOTICES. All notices, requests, demands or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and given
by (i) personal delivery, (ii) expedited delivery service with proof of
delivery, or (iii) United States mail, postage prepaid, registered or certified
mail, return receipt requested, sent to the intended addressee at the address
set forth on the signature page hereof and shall be deemed to have been received
either, in the case of personal delivery, as of the time of personal delivery,
in the case of expedited delivery service, as of the date of first attempted
delivery at the address and in the manner provided herein, or in the case of
mail, upon deposit in a depository receptacle under the care and custody of the
United States Postal Service. Either party shall have the right to change its
address for notice hereunder to any other location within the continental United
States by notice to the other party of such new address at least thirty (30)
days prior to the effective date of such new address.

15. CONSTRUCTION. This Loan Agreement and the other Loan Documents have been
executed and delivered in the State of Texas, shall be governed by and construed
in accordance with the laws of the State of Texas, and shall be performable by
the parties hereto in Dallas County, Texas.

16. INVALID PROVISIONS. If any provision of this Loan Agreement or any of the
other Loan Documents is held to be illegal, invalid or unenforceable under
present or future laws, such provision shall be fully severable and the
remaining provisions of this Loan Agreement or any of the other Loan Documents
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance.

17. EXPENSES. Borrower shall pay all costs and expenses (including, without
limitation, reasonable attorneys' fees) in connection with (i) any action
required in the course of administration of the indebtedness and obligations
evidenced by the Loan Documents, and (ii) any action in the enforcement of
Bank's rights upon the occurrence of Event of Default.

18. PARTICIPATION OF THE LOAN. Borrower agrees that Bank may, at its option,
sell interests in the Loans and its rights under this Loan Agreement to a
financial institution or institutions and, in connection with each such sale,
Bank may disclose any financial and other information available to Bank
concerning Borrower to each prospective purchaser.

19. ENTIRE AGREEMENT. This Loan Agreement (together with the other Loan
Documents) contains the entire agreement among the parties regarding the subject
matter hereof and supersedes all prior written and oral agreements and
understandings among the parties hereto regarding same.

20. CONFLICTS. In the event any term or provision hereof is inconsistent with or
conflicts with any provision of the other Loan Documents, the terms and
provisions contained in this Loan Agreement shall be controlling.

21. COUNTERPARTS. This Loan Agreement may be separately executed in any number
of counterparts, each of which shall be an original, but all of which, taken
together, shall be deemed to constitute one and the same instrument.

                                                                         Page 17

<PAGE>   18



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

23. ORIGINATION AND COMMITMENT FEES. Borrower agrees to pay Bank in cash at
closing a loan origination fee equal to one per cent (1.0%) of the Commitment
Amount for the Credit Facility. Borrower also agrees to pay to the Bank on a
monthly basis a commitment fee on the average daily unused portion of the
Maximum LOC Commitment Amount, from and including March 6, 2000 to and including
the Maturity Date (as defined in the LOC Note) at the rate of one quarter of one
percent (.25%) per annum based on a 365 day year and the actual number of days
elapsed, payable on the 30th day of each month, commencing March 6, 2000, and
ending on the Maturity Date.

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


                                         BANK OF TEXAS, N.A.


                                         By: /s/ David J. Broussard, Jr.
                                             ----------------------------------
                                               David J. Broussard, Jr.
                                               Senior Vice President




READ, AGREED AND APPROVED:



PARK PHARMACY CORPORATION,               RX-PRO.COM, INC.,
A COLORADO CORPORATION                   A TEXAS CORPORATION


By: /s/ Thomas R. Baker                  By: /s/ Thomas R. Baker
    --------------------------------         ----------------------------------
     Thomas R. Baker, President                Thomas R. Baker, President
Date:  March 6, 2000                     Date:  March 6, 2000
    --------------------------------         ----------------------------------



                                                                         Page 18

<PAGE>   19


DOUGHERTY'S PHARMACY, INC,
A TEXAS CORPORATION


By: /s/ Thomas R. Baker
    ------------------------------------
     Thomas R. Baker, President
Date: March 6, 2000





                                                                         Page 19