AMENDMENT NO. 1
                                     TO THE
                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                       NEIGHBORCARE, INC. (THE "COMPANY")
                                      AND
                         RICHARD W. HUNT ("EXECUTIVE")

     WHEREAS, Executive is currently employed by the Company;

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

that certain employment agreement executed on June 29, 2004 (the "Employment

Agreement"); and

     WHEREAS, Executive would have Good Reason pursuant to the terms of the

Employment Agreement to terminate his employment with the Company upon a Change

of Control that results in the Company becoming a subsidiary of another entity

and no longer publicly traded; and

     WHEREAS, in the event of a Change of Control, it is likely to be in the

interest of the Company for Executive to be obligated to continue his employment

with the Company for a period of at least ninety days following such Change of

Control, to assist with transition and for other reasons; and

     WHEREAS, the Company and Executive wish to amend the terms of the

Employment Agreement effective as of a Change in Control of the Company (as

currently defined in Section 1.04 of the NeighborCare, Inc. Severance Pay Plan),

on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the mutual agreements hereinafter set

forth, the parties hereby agree as follows:

     1.   Section 4(d) of the Employment Agreement is hereby amended by adding

the following paragraph at the end thereof:  "Notwithstanding the foregoing,

Executive agrees not to exercise Executive's right to resign for Good Reason

pursuant to Section 4(d)(iv) hereof until the


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end of the ninety (90) day period commencing on the effective date of

a Change of Control, so long as Executive continues to be employed in the same

position and title at the Company with substantially similar responsibilities

and duties during such ninety-day period (taking into account that the Company

may be a subsidiary and no longer publicly traded following such Change of

Control)."

     2.   Section 8(b) of the Employment Agreement is hereby amended by adding

the following paragraph at the end thereof:

          Notwithstanding the foregoing, the provisions of Sections 8(b)(i) and
          8(b)(iii) shall only prohibit Executive from competition with, and
          solicitation or service of, customers of the Company's LTC Pharmacy
          Services (as defined below) business as of immediately prior to a
          Change of Control and shall have no other effect; provided that the
          restriction on competition shall not apply to any association by the
          Executive with entities for which LTC Pharmacy Services comprises 25%
          or less of such entity's total business; and further provided that the
          restriction on solicitation or service of customers, directly or
          indirectly, shall apply only to Facilities (as defined below) served
          by the Company as of July 6, 2005 or served by the Company during the
          12-month period immediately preceding the effective date of a Change
          of Control. Notwithstanding the foregoing, during the 90-day period
          following the effective date of a Change of Control, Executive shall
          be prohibited from soliciting or serving, directly or indirectly,
          Facilities that have been solicited by the Company during the 90-day
          period prior to the effective date of such Change of Control.

     "LTC Pharmacy Services" means: The provision of pharmaceutical products,
     including, without limitation, prescription and non-prescription drugs;
     biological products and infusion therapies; all related pharmacy services,
     including, without limitation, consultant pharmacist services, medical
     records, formulary management services and group purchasing and enteral
     nutrition products to nursing homes, assisted living facilities,
     independent living facilities, supportive living facilities, long-term
     acute care hospitals, facilities for the developmentally disabled,
     retirement communities, continuing care retirement communities, and other
     institutional and long-term care settings (collectively, "Facilities") and
     to residents of such Facilities; provided that the provision of biological
     products, infusion therapies and enteral nutrition products (and related



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     services) to Facilities other than nursing facilities, assisted living
     facilities, hospices and long-term acute care hospitals shall be permitted.

     3.   Except as provided in this Amendment No. 1, the terms and conditions

of the Employment Agreement shall remain unchanged.

     4.   This Amendment No. 1 shall be of no further force or effect if a

Change in Control of the Company does not occur on or prior to December 31,

2005.



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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as

of the date first set forth above.


 /s/ Richard W. Hunt              NeighborCare, Inc.
- -----------------------------
     Richard W. Hunt

                                   By: /s/ Kathleen F. Ayres
                                      --------------------------------------
July 12, 2005                      Name:  Kathleen F. Ayres
                                   Title: Senior Vice President, Human
                                          Resources


                                   July 12, 2005