<PAGE>
MODIFICATION OF PROMISSORY NOTE
This Modification of Promissory Note ("Modification") is made effective the
31st day of July, 2000 with respect to that certain Promissory Note ("Note")
dated July 31, 1999 in the original principal amount of $7,000,000.00
executed by HORIZON PHARMACIES, INC. ("Borrower") payable to the order of
BANK ONE, TEXAS, NATIONAL ASSOCIATION ("Bank") for the purpose of extending
the maturity date of the Note.
Effective this date, the Maturity Date (as defined in the Note) is
extended to September 1, 2000 and interest shall be due and payable
prior to the Maturity Date, as extended, only on the effective date
of this Modification.
Except as herein expressly provided, all other terms and provisions of the
Note shall continue in full force and effect.
THE MODIFICATION REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
BANK:
-----
BANK ONE, TEXAS NATIONAL
ASSOCIATION
By: /s/ Bradley C. Peters
----------------------------------
NAME: Bradley C. Peters
TITLE: Vice President
BORROWER:
---------
BY: /s/ John N. Stogner
----------------------------------
NAME: John N. Stogner
TITLE: Chief Financial Officer