AMENDMENT NO. 3
                                    TO THE
                             EMPLOYMENT AGREEMENT
                                BY AND BETWEEN
                      NEIGHBORCARE, INC. (THE "COMPANY")
                                     AND
                          JOHN ARLOTTA ("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 July 7, 2003, as amended on

December 9, 2003 and June 18, 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

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

and no longer publicly traded; 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 10.2 of the Employment Agreement is hereby amended by adding

the following paragraph at the end thereof:

          Notwithstanding the foregoing, the provisions of Sections 10.2(a) and
          10.2(c) 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



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          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. In addition, the provisions
          of Section 10.2(b) above shall not apply to Executive's solicitation
          or hiring of any two of following senior executive officers of the
          Company: (a) Stephen Duvall, (b) John F. Gaither, Jr., (c) Richard W.
          Hunt, (d) John L. Kordash and (e) Robert A. Smith.

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

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

of the Employment Agreement shall remain unchanged.

     3.   This Amendment No. 3 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/ John Arlotta
- ------------------                       NeighborCare, Inc.
    John Arlotta

                                         By: /s/ John F. Gaither, Jr.
                                            ----------------------------------
July 12, 2005                               Name:   John F. Gaither, Jr.
                                            Title:  Senior Vice President,
                                            General Counsel, and Secretary


                                         July 12, 2005