EXHIBIT (a)(13)

                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                          DATED AS OF JULY 7, 2003, AND
                            AMENDED DECEMBER 9, 2003,
                                 BY AND BETWEEN
                             GENESIS HEALTH VENTURES
                                       AND
                                  JOHN ARLOTTA

                  This Amendment (this "Amendment") is entered into as of June
18, 2004 by and among John Arlotta (the "Executive") and Neighborcare, Inc.
(f.k.a., Genesis Health Ventures, Inc.) (the "Company"), with regard to that
certain Employment Agreement entered into by and between the Executive and the
Company and dated as of July 7, 2003, and amended December 9, 2003 (the
"Agreement"). All capitalized terms used herein without definition will have the
meaning given them in the Agreement.

                  WHEREAS, the Executive is currently employed by the Company;

                  WHEREAS, the terms of the Executive's employment are currently
governed by the Agreement;

                  WHEREAS, the Company and the Executive wish to amend the terms
of the Agreement effective as of the date hereof on the terms and conditions set
forth herein; and

                  NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the Company and the Executive have agreed and do hereby
agree as follows:

1.      The following Section shall be added after Section 6.7 of the Agreement:

        "6.8 Change in Control Equity Vesting. Notwithstanding anything to the
        contrary contained in an equity compensation plan of the Company or in
        any award agreements granted thereunder, unless otherwise specifically
        provided by a specific reference to this Agreement in an equity
        compensation plan of the Company or in any award agreements granted
        thereunder, upon a Change in Control, any and all equity-based
        compensation awards held by the Executive that are outstanding as of a
        Change in Control and which are not then exercisable or vested shall
        vest in full and become immediately exercisable."

2.      Except as explicitly set forth herein, the Agreement will remain in full
force and effect.






                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.


                                         NEIGHBORCARE, INC.



                                         By:     /s/ John F. Gaither, Jr.
                                            -----------------------------------
                                             Name:  John F. Gaither, Jr.
                                             Title: Senior Vice President,
                                                    General Counsel and
                                                    Corporate Secretary
                                             By order of the board of directors




                                             /s/ John J. Arlotta
                                         --------------------------------------
                                         JOHN ARLOTTA



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