EXHIBIT (a)(15)

                                  AMENDMENT TO
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT
                          DATED AS OF DECEMBER 9, 2003
                                 BY AND BETWEEN
                               NEIGHBORCARE, INC.
                                       AND
                                 JOHN L. KORDASH

                  This Amendment (this "Amendment") is entered into as of June
22, 2004 by and among John L. Kordash (the "Executive") and Neighborcare, Inc.
(f.k.a., Genesis Health Ventures, Inc.) (the "Company"), with regard to that
certain Amended and Restated Employment Agreement entered into by and between
the Executive and the Company and amended and restated as of 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 paragraph shall be added to the end of Section 4(d):

          "In the event that the Executive resigns from the Company's employ
          during the ninety (90) day period commencing on the date that is six
          (6) months after a Change of Control (as defined in Section 6) for any
          reason by providing the Company with a written notice of termination,
          the Executive shall be considered to have resigned for "Good Reason"
          for all purposes of this Agreement."

2.        The following sentence shall be added to the end of Section 5(c)(i):

          "Notwithstanding the foregoing, in the event that a termination of the
          Executive's employment described in the first sentence of this Section
          5(c)(i) shall be during the two year period following a Change of
          Control (as defined in Section 6), in lieu of the amount set forth
          under clause (I) of Section 5(c)(i), the Company shall make a lump-sum
          cash payment to the Executive, within thirty (30) days after the Date
          of Termination, equal to the product of (A) two and (B) the sum of (x)
          the Executive's Average Base Salary and (y) the Executive's Average
          Assumed Cash Incentive Compensation.







3.       The following paragraph shall be added at the end of Section 6 of the
Agreement:

         "Notwithstanding anything to the contrary contained in an equity
         compensation plan of the Company or in any award agreements granted
         thereunder, upon a Change inControl, 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, unless (1) 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 or (2) 75 percent of the Incumbent Directors (as
         defined in the Company's 2004 Performance Incentive Plan) determine
         prior to the Change in Control that the immediate vesting provided for
         in this sentence shall not occur, in which case the provision of the
         grant or of this employment agreement that otherwise determined the
         vesting schedule for such awards shall continue to control."

4.       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 J. Arlotta
                                            ------------------------------------
                                            Name:  John J. Arlotta
                                            Title: Chairman, President and
                                                   Chief Executive Officer




                                               /s/ J. L. Kordash
                                         ---------------------------------------
                                         JOHN L. KORDASH



                                      -2-