January 28, 1997


Continental Managed Pharmacy Services, Inc.
Continental Pharmacy, Inc.
Preferred RX, Inc.
Automated Scripts, Inc.
Valley Physicians Services, Inc.
1400 E. Schaaf Road
Brooklyn Heights, Ohio 44131

Gentlemen:

     Reference is hereby made to that certain letter agreement dated January 24,
1995, as amended and  supplemented by that certain  Additional  Credit Agreement
dated January 23, 1996 (collectively,  the "Agreement"), by and between the Bank
and the Borrower. Terms used but not otherwise defined in this letter shall have
the meanings given to such terms in the Agreement and the Loan Documents.

     Borrower has  requested  that Bank extend the  Maturity  Date of the Master
Revolving Note from February 1, 1997 to May 1, 1997.

     Subject to the  conditions  set forth  below,  the Bank is willing to grant
such extension with the understanding that it has no further obligation to grant
any  additional  extensions of the Maturity  Date,  except on terms agreed to by
Bank in its sole discretion.  As conditions to the extension, (i) Borrower shall
execute and deliver an Amended and Restated  Master  Revolving  Note in form and
substance  acceptable  to the Bank,  (ii) Michael R.  Erlenbach  shall execute a
Reaffirmation  of Guaranty in form and  substance  acceptable  to Bank and (iii)
Borrower  shall pay to Bank all of the costs and  expenses  incurred  by Bank in
connection with the extension.

     Except as modified hereby, all of the terms and conditions of the Agreement
and the Loan Documents shall remain unaffected and in full force and effect.

     To confirm your acceptance of the foregoing extension,  your affirmation of
all of  Borrower's  Liabilities  to the Bank  under the  Agreement  and the Loan
Documents,  and your acknowledgement  that as of the date hereof,  Borrower does
not have any claim,  defense or set-off  rights  against  the Bank of any nature
whatsoever, whether arising in tort, contract or otherwise, please indicate with
the authorized signature of Borrower as provided below.




                                        Very truly yours,

                                        COMERICA BANK

                                        By   /s/  Timothy Coleman
                                             ----------------------------------
                                        Its: Vice President



Acknowledged and agreed to this 28th
day of January, 1997:

CONTINENTAL MANAGED PHARMACY SERVICES, INC.

By:  /s/ MICHAEL R.  ERLENBACH
     -----------------------------
Its: Secretary



CONTINENTAL PHARMACY, INC.

By:  /s/  MICHAEL R.  ERLENBACH
     -----------------------------
Its: Secretary



PREFERRED RX, INC.

By:  /s/  MICHAEL R.  ERLENBACH
     -----------------------------
Its: Secretary



AUTOMATED SCRIPTS, INC.

By:  /s/  MICHAEL R.  ERLENBACH
     -----------------------------
Its: Secretary



VALLEY PHYSICIANS SERVICES, INC.

By:  /s/  MICHAEL R.  ERLENBACH
     -----------------------------
Its: Secretary