S-4

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As filed with the Securities and Exchange Commission on April 30, 2004

Registration No. 333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NEIGHBORCARE, INC.
And the Guarantors Identified in Footnote (*) on the following pages
(Exact name of registrant as specified in its charter)

Pennsylvania
(State or other jurisdiction of
incorporation or organization) 5912
(Primary Standard Industrial
Classification Code Number) 06-1132947
(I.R.S. Employer Identification No.)

NeighborCare, Inc.
601 East Pratt Street, 3rd Floor
Baltimore, Maryland 21202
(410) 528-7300
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)

John F. Gaither, Jr.
Senior Vice President, General Counsel and Secretary
NeighborCare, Inc.
601 East Pratt Street, 3rd Floor
Baltimore, Maryland 21202
(410) 528-7300
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)

COPIES TO:
Francis E. Dehel, Esquire
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
(215) 569-5500

        Approximate date of commencement of proposed sale of the securities to the public: as soon as practicable after this registration statement becomes effective.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
6.875% Senior Subordinated Notes due 2013	$250,000,000	100%(2)	$250,000,000	$31,675
Guarantees related to the 6.875% Senior Subordinated Notes due 2013	$250,000,000	(2)	(2)	(2)

(1)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933.

(2)

Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is required with respect to the guarantees. The guarantees are not traded separately.

        THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

*Table of Additional Registrants

        The following domestic subsidiaries of NeighborCare, Inc. are guarantors of the exchange notes and are co-registrants:

Exact name of registrant as specified in its charter(1)	State or other jurisdiction of incorporation or organization	Primary Standard Industrial Classification Code Number	I.R.S Employer Identification No.
Accumed, Inc.	New Hampshire	5912	02-0449693
ASCO Healthcare of New England, Inc.	Maryland	5912	23-2762311
ASCO Healthcare of New England, Limited Partnership	Maryland	5912	23-2763886
ASCO Healthcare, Inc.	Maryland	5912	52-0816305
Automated Homecare System, LLC	Maryland	5912	52-1924186
Care4, L.P.	Delaware	5912	22-3245022
CareCard, Inc.	Maryland	5912	52-1922239
Compass Health Services, Inc.	West Virginia	5912	55-0730048
Concord Pharmacy Services, Inc.	Pennsylvania	5912	23-2710523
Delco Apothecary, Inc.	Pennsylvania	5912	23-2350209
Eastern Medical Supplies, Inc.	Maryland	5912	52-1469652
Eastern Rehab Services, Inc.	Maryland	5912	52-1794244
Encare of Massachusetts, Inc.	Delaware	5912	22-3398803
Genesis Health Services Corporation t/b/n NeighborCare Services Corporation	Delaware	5912	23-2585556
Genesis Holdings, Inc. t/b/n NeighborCare Holdings, Inc.	Delaware	5912	23-2555703
Geneva Sub, Inc.	Delaware	5912	01-0736704
H.O. Subsidiary, Inc.	Maryland	5912	52-1984081
Health Concepts and Services, Inc.	Maryland	5912	52-1415174
HealthObjects Corporation	Maryland	5912	52-1924186
Horizon Medical Equipment and Supply, Inc.	West Virginia	5912	55-0737885
Institutional Health Care Services, Inc.	New Jersey	5912	22-2750964
Main Street Pharmacy, L.L.C.	Maryland	5912	52-1925761
Medical Services Group, Inc.	Maryland	5912	52-1404049
NeighborCare Home Medical Equipment, Inc.	Pennsylvania	5912	23-2464608
NeighborCare Infusion Services, Inc.	Delaware	5912	52-1703628
NeighborCare of California, Inc.	California	5912	20-0092119
NeighborCare of Indiana, Inc	Indiana	5912	95-4482026
NeighborCare of Northern California, Inc.	California	5912	95-4480815
NeighborCare of Ohio, Inc.	Ohio	5912	20-0062112
NeighborCare of Oklahoma, Inc.	Oklahoma	5912	73-1586482
NeighborCare of Texas, Inc.	Texas	5912	20-0295118
NeighborCare of Virginia, Inc.	Virginia	5912	54-2058778
NeighborCare of Wisconsin, Inc.	Wisconsin	5912	39-1772439
NeighborCare Pharmacies, Inc.	Maryland	5912	52-1465507
NeighborCare Pharmacy of Oklahoma LLC	Oklahoma	5912	73-1586482
NeighborCare Pharmacy Services, Inc.	Delaware	5912	23-2963282
NeighborCare-Medisco, Inc.	California	5912	33-0308096
NeighborCare-ORCA, Inc.	Oregon	5912	93-0860559
NeighborCare-TCI, Inc.	Delaware	5912	95-4450977
Professional Pharmacy Services, Inc.	Maryland	5912	23-2847488
Suburban Medical Services, Inc.	Pennsylvania	5912	23-2014806
The Tidewater Healthcare Shared Services Group, Inc.	Pennsylvania	5912	23-2739587

(1)

The address for each of the above registrant's principal executive offices is c/o NeighborCare, Inc., 601 East Pratt Street, 3rd Floor, Baltimore, Maryland 21202 and the telephone number is (410) 528-7300.

Subject to Completion, Dated April 30, 2004

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to exchange these securities and is not soliciting an offer to exchange these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Offer to Exchange

$250,000,000 aggregate principal amount of our 6.875% Senior Subordinated Notes due 2013, which have been registered under the Securities Act of 1933, as amended, for any and all of our 6.875% Senior Subordinated Notes due 2013

        This prospectus and the accompanying letter of transmittal relate to our offer to exchange up to $250,000,000 in aggregate principal amount of our registered 6.875% Senior Subordinated Notes due 2013, which we refer to as the "exchange notes," for all of our outstanding unregistered 6.875% Senior Subordinated Notes due 2013, which we refer to as the "initial notes." The form and terms of the exchange notes are the same as the form and terms of the initial notes, except that the exchange notes (i) will have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, therefore, are not subject to the restrictions on transfer applicable to the initial notes; (ii) will bear a different CUSIP number; and (iii) will not have the rights relating to the initial notes under the registration rights agreement. The exchange notes will evidence the same debt as the initial notes and will be issued pursuant to, and will be entitled to the benefits of, the Indenture dated as of November 4, 2003, which we refer to as the "indenture," between us, substantially all of our subsidiaries and The Bank of New York, as trustee, which also governs the initial notes.

Material Terms of the Exchange Offer

•

The exchange offer will expire at 5:00 p.m., New York City time, on            , 2004, unless extended.



•

In any event, the exchange offer will be open for at least 20 full business days.



•

Upon the terms and subject to the conditions of this exchange offer, all initial notes that are validly tendered and not withdrawn will be exchanged.



•

The exchange notes are registered under the Securities Act and, as a result, will generally not be subject to the transfer restrictions applicable to the initial notes.



•

You may withdraw tenders of initial notes at any time before the expiration of the exchange offer.



•

You may only tender the initial notes in denominations of $1,000 and integral multiples of $1,000.



•

If you fail to tender your initial notes, you will continue to hold unregistered, restricted securities and your ability to transfer them will continue to be restricted.



•

We will not receive any proceeds from the exchange offer.



•

The exchange of initial notes for the exchange notes should not be a taxable exchange for U.S. federal income tax purposes.



•

No established trading market for the exchange notes currently exists and we do not intend to apply for the exchange notes to be listed on any securities exchange or to arrange for any automated quotation system to quote them.



•

The exchange offer is subject to customary conditions.

Participating in the exchange offer involves risks. See "Risk Factors" beginning on page 15 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2004.

TABLE OF CONTENTS

SUMMARY	1
RISK FACTORS	15
THE EXCHANGE OFFER	29
USE OF PROCEEDS	40
CAPITALIZATION	40
SELECTED FINANCIAL DATA	41
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	45
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	67
BUSINESS	69
MANAGEMENT	83
DESCRIPTION OF OTHER INDEBTEDNESS	85
DESCRIPTION OF THE EXCHANGE NOTES	86
CERTAIN U.S. FEDERAL TAX CONSIDERATIONS	131
PLAN OF DISTRIBUTION	136
LEGAL MATTERS	136
EXPERTS	136
AVAILABLE INFORMATION	137
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE	F-1

        As used herein, unless the context otherwise requires, "NeighborCare," the "Company," "we," "our" or "us" refers to NeighborCare, Inc. and its subsidiaries and "GHC" refers to Genesis HealthCare Corporation and its subsidiaries.

        You should rely only upon the information provided in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus, including any information incorporated by reference, is accurate as of any date other than the date of this prospectus. Our financial condition, results of operations and prospects may have changed since that date.

        This prospectus includes market share and industry data and forecasts that we obtained from industry publications and surveys, reports of governmental agencies and internal company surveys. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available market data. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus.

        This prospectus contains summaries of the terms of certain documents. These summaries are qualified in their entirety by reference to the full and complete text of such documents (copies of which will be made available to you upon request to us) for complete information with respect thereto.

iii

Cautionary Statements Regarding Forward-Looking Statements

        Statements made in this report, and in our other public filings and releases, which are not historical facts contain "forward-looking" statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change at any time. These forward-looking statements may include, but are not limited to:

•

statements contained in "Risk Factors;"



•

certain statements in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our notes to our consolidated financial statements, such as our ability to meet our liquidity needs, scheduled debt and interest payments (including the notes), and expected future capital expenditure requirements; the expected effects of government regulation on reimbursement for services provided, including the Medicare Prescription Drug, Improvement and Modernization Act of 2003; our ability to successfully implement our strategic objectives and achieve certain performance improvement initiatives; the expected financial impact of severance and related costs; the expected spin-off costs in fiscal 2004 and the foreseeable future; and estimates in our critical accounting policies, including our allowance for doubtful accounts and the anticipated impact of long-lived asset impairments;



•

certain statements contained in "Business" concerning strategy, corporate integrity programs, insurance coverage, environmental matters, government regulations and the Medicare and Medicaid programs, and reimbursement for services provided; and



•

certain statements in "Legal Proceedings" regarding the effects of litigation.

        Factors that could cause actual results to differ materially include, but are not limited to the following, which are discussed more fully in "Risk Factors:"

•

our ability to control operating costs and generate sufficient cash flow to meet operational and financial requirements;



•

our ability, and the ability of our subsidiary guarantors, to fulfill debt obligations;



•

our covenants and restrictions contained in financing agreements which limit our discretion in the operation of our business;



•

the enforceability or limitations of the guarantees on our senior subordinated notes;



•

our ability to repurchase or fulfill our obligations on our senior subordinated notes;



•

the effect of additional indebtedness on our financial condition;



•

our ability, and the ability of our customers, to comply with Medicare or Medicaid reimbursement regulations or other applicable laws;



•

changes in the reimbursement rates or methods of payment from Medicare and Medicaid, or the implementation of other legislation or measures to reduce the reimbursement for our services and the impact of the Medicare Modernization Act;



•

changes in pharmacy legislation and/or payment formulas;



•

the impact of federal and state regulations;



•

the impact of investigations and audits relating to alleged violations of federal and/or state regulations;



•

changes in the acuity of our customer's patients, payor mix and payment methodologies;



•

further consolidation of managed care organizations and other third-party payors;

iv

•

the effect of the expiration or termination of certain service and supply contracts;



•

changes in or our failure to satisfy our manufacturer's rebate programs;



•

competition in our business;



•

competition for qualified management and pharmacy professionals;



•

an economic downturn or changes in the laws affecting our business in those markets in which we operate;



•

the impact of any acquisitions on our operations;



•

availability of financial and other resources to us after the spin-off of GHC;



•

operating inefficiencies and higher costs after the spin-off of GHC;



•

federal income tax liabilities and indemnification obligations related to the spin-off of GHC;



•

conflicts of interest as a result of our continuing relationship with GHC after the spin-off;



•

the ability of GHC, as our largest customer, to act as a separate entity; and



•

acts of God or public authorities, war, civil unrest, fire, floods, earthquakes, terrorism and other matters beyond our control.

        In addition to these factors and any risks and uncertainties specifically identified in the text surrounding forward-looking statements, any statements in this prospectus or the reports and other documents filed by us with the SEC that warn of risks or uncertainties associated with future results, events or circumstances also identify factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements.

        All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events, except as may be required under applicable securities law.

v

SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because it is a summary, it does not contain all of the information that you should consider before participating in the exchange offer. You should carefully consider all of the information contained or incorporated by reference in this prospectus, including the discussion of specific risks contained in "Risk Factors." As used herein, unless the context otherwise requires, "NeighborCare," the "Company," "we," "our" or "us" refers to NeighborCare, Inc. and its subsidiaries.

Our Company

        NeighborCare, Inc. (formerly named Genesis Health Ventures, Inc.) was incorporated in May 1985 as a Pennsylvania corporation. We are the third largest provider of institutional pharmacy services in the United States. As of December 31, 2003, we provided pharmacy services for approximately 250,000 beds in long-term care facilities in 32 states and the District of Columbia. Our pharmacy operations consist of 64 institutional pharmacies; 33 community-based professional retail pharmacies and 20 on-site pharmacies which are located in customers' facilities and serve only customers of that facility. In addition, we operate 16 home infusion, respiratory and medical equipment distribution centers.

        Our institutional pharmacy business provides prescription and non-prescription pharmaceuticals, infusion therapy and medical supplies and equipment to the elderly, chronically ill and disabled in long-term care facilities, including skilled nursing facilities, assisted living facilities, residential and independent living communities and other institutional healthcare facilities. The pharmacy services provided in these settings are tailored to meet the needs of the institutional customer. These services include highly specialized packaging and dispensing systems, computerized medical records processing and 24-hour emergency services. We also provide pharmacy consulting services to assure proper and effective drug therapy, including monitoring and reporting on prescription drug therapy and assisting the facility in compliance with applicable federal and state regulations. We currently serve more than 2,500 facility customers. The average tenure for these customers is 5.7 years. Genesis HealthCare Corporation, or "GHC," is our largest customer with approximately 26,200 beds served. We also serve approximately 26,100 beds for HCR Manor Care, Inc., an owner and operator of long-term care facilities. No other customer represents more than 3% of total beds served.

        Our community-based professional pharmacies are retail operations branded under the NeighborCare® name that are located in or near medical centers, hospitals and physician office complexes which provide prescription and non-prescription medications and certain medical supplies, as well as personal service and consultation by licensed pharmacists.

        Our home infusion, respiratory and medical equipment distribution centers provide a wide array of products and services to support the home care needs of a range of individuals of all ages. We work with physicians, hospital discharge planners, case managers and managed care organizations who refer these individuals to us. Services include respiratory and medical equipment (such as oxygen, hospital beds, wheelchairs and respiratory medications), as well as home infusion (such as antibiotics, total parenteral nutrition, or "TPN," chemotherapy and pain management).

        We also own and operate Tidewater Healthcare Shared Services Group, Inc., or "Tidewater," one of the largest long-term care group purchasing companies in the United States. Tidewater provides purchasing and shared service programs specially designed to meet the needs of eldercare centers and other long-term care facilities.

Spin-off of GHC

        Prior to December 1, 2003, our operations were comprised of two primary business segments: pharmacy services and inpatient services. On December 1, 2003, we completed the distribution, which we refer to as the "spin-off," of the common stock of GHC, and on December 2, 2003, we changed our name to NeighborCare, Inc. and changed our trading symbol to "NCRX." The spin-off was effected by way of a pro rata tax-free distribution of the common stock of GHC to holders of NeighborCare's common stock on December 1, 2003 at a rate of 0.5 shares of GHC stock for each share of NeighborCare stock owned as of October 15, 2003. The common stock of GHC began trading publicly on the Nasdaq National Market System on December 2, 2003 under the symbol "GHCI." Subsequent to the spin-off, we continue to own and operate our pharmacy services and group purchasing businesses and GHC owns and operates what was formerly our inpatient services business as well as our former rehabilitation therapy, diagnostic, respiratory and management services businesses.

        The primary corporate purposes for the spin-off were to enhance the success of both NeighborCare and GHC by permitting each business to improve sales and marketing opportunities, isolate operating risks, have direct access to capital markets and better target employee incentives. Recognizing each business's own substantially different financial, investment and operating characteristics, human resource demands, return on invested capital profiles, capital requirements and growth opportunities, we expect that the spin-off of GHC will enable the independent management teams of each business to adopt strategies and pursue objectives that are appropriate to their respective business enterprises.

        On November 4, 2003, in anticipation of the spin-off, we issued $250 million aggregate principal amount of 6.875% senior subordinated notes due 2013, referred to as the initial notes. The net proceeds from the sale of the initial notes, funds transferred from GHC and cash on hand were used to repay the following indebtedness: (i) approximately $247.1 million of indebtedness outstanding under the term loan portion of the senior credit facility that was to mature on October 2, 2006; (ii) approximately $240.2 million of indebtedness outstanding under senior secured notes that were to mature on April 2, 2007; and (iii) approximately $68.9 million of indebtedness outstanding under the delayed draw term loan portion of the senior credit facility that was to mature on April 2, 2007. We also entered into a new senior credit facility consisting of a $100.0 million revolving credit facility.

        We also entered into several agreements with GHC in connection with the spin-off. For a discussion of these agreements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Certain Transactions and Events—Agreements with GHC."

        Our executive offices are located at 601 East Pratt Street, 3rd Floor, Baltimore, Maryland 21202. Our telephone number is (410) 528-7300.

2

The Exchange Offer

Issuer	NeighborCare, Inc.
Initial Notes	On November 4, 2003, we sold to the initial purchasers $250,000,000 in aggregate principal amount of our 6.875% senior subordinated notes due 2013. In this prospectus, we refer to these senior subordinated notes as the "initial notes." The initial purchasers resold the initial notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to persons other than U.S. persons in offshore transactions meeting the requirements of Regulation S under the Securities Act.
Initial Notes Subsidiary Guarantees	All payments with respect to the initial notes, including principal and interest, are fully and unconditionally guaranteed on a senior subordinated basis by substantially all of our existing subsidiaries and our future domestic subsidiaries. The guarantee of each subsidiary guarantor is its senior subordinated obligation and is subordinated to all of its existing and future senior indebtedness, including its guarantee of our new senior credit facility.
Registration Rights Agreement	We sold the initial notes in a private placement in reliance on Section 4(2) of the Securities Act. When we sold the initial notes we entered into a registration rights agreement with the initial purchasers in which we agreed, among other things, to provide to you and all other holders of the initial notes the opportunity to exchange your unregistered initial notes for substantially identical new notes that we have registered under the Securities Act. In this prospectus, we refer to these new senior subordinated notes as the "exchange notes."
	The registration rights agreement also requires us to:
	•	file a registration statement on or prior to April 30, 2004, enabling holders to exchange the initial notes for exchange notes with substantially identical terms, but which have been registered under the Securities Act;
	•	use our reasonable best efforts to have the exchange offer registration statement declared effective by the SEC on or prior to July 15, 2004;
	•	use our reasonable best efforts to consummate the exchange offer within 45 business days, or longer, if required by the federal securities laws, after the effectiveness of the exchange offer registration statement; and

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	•	file a shelf registration statement for the resale of the initial notes if we cannot effect an exchange offer within the time periods listed above and in certain other circumstances.
	This exchange offer is being made for the purpose of fulfilling our obligations under the registration rights agreement.
	If we and the guarantors do not comply with these registration obligations, we will be required to pay additional interest to holders of the initial notes under certain circumstances. See "Description of the Exchange Notes—Registration Rights; Additional Interest."
The Exchange Offer	We are offering to exchange $1,000 principal amount of the exchange notes for each $1,000 principal amount of your initial notes. As of the date of this prospectus, $250,000,000 aggregate principal amount of the initial notes are outstanding. For procedures for tendering, see "The Exchange Offer—Procedures for Tendering Initial Notes."
Expiration Date	This exchange offer will expire at 5:00 p.m., New York City time, on            , 2004, unless we, in our sole discretion, extend it. If we extend the exchange offer, the expiration date will be the latest date and time to which we extend the exchange offer. In any event, the exchange offer will be open for at least 20 full business days.
Accrued Interest on the Exchange Notes	The exchange notes will accrue interest from the most recent date on which interest was paid on the initial notes or, if no interest has been paid, from the date of issuance of the initial notes. See "The Exchange Offer—Terms of the Exchange Offer."
Required Representations	In order to participate in the exchange offer, you will be required to make representations to us in a letter of transmittal, including representations that:
	•	neither you nor any other person acquiring exchange notes on your behalf is our "affiliate" within the meaning of Rule 405 under the Securities Act;
	•	the person acquiring the exchange notes is acquiring them in the ordinary course of its business; and

4

	•	neither you nor any other person acquiring exchange notes on your behalf is engaged in, nor intends to engage in, nor has any arrangement or understanding with any person or entity to participate in, a distribution of the exchange notes.
Resale of Notes	Based upon interpretations by the staff of the SEC set forth in no-action letters issued to unrelated third parties, we believe that the exchange notes issued pursuant to this exchange offer in exchange for initial notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act if:
	•	you are not our "affiliate" within the meaning of Rule 405 under the Securities Act;
	•	you are acquiring the exchange notes in the ordinary course of your business;
	•	you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person or entity to participate in, a distribution of the exchange notes; and
	•	you deliver a prospectus, as required by law, in connection with any resale of the exchange notes, if you are a broker-dealer that receives exchange notes for your own account in exchange for initial notes that were acquired as a result of market-making activities or other trading activities. See "Plan of Distribution."
	If you are an affiliate of ours, or are engaging in or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, then:
	•	you may not rely on the applicable interpretations of the staff of the SEC;
	•	you will not be permitted to tender initial notes in the exchange offer; and
	•	you must comply with the registration and delivery requirements of the Securities Act in connection with any resale of the initial notes.

5

	Each participating broker-dealer that receives exchange notes for its own account under the exchange offer in exchange for initial notes that were acquired by the broker-dealer as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."
	Any broker-dealer that acquired initial notes directly from us may not rely on the applicable interpretations of the staff of the SEC, may not participate in the exchange offer, and must comply with the registration and prospectus delivery requirements of the Securities Act (including being named as a selling securityholder) in connection with any resales of the initial notes.
	You should note that we have not submitted a no-action letter with respect to the exchange offer and there can be no assurance that the SEC will make a similar determination with respect to the exchange offer, as it has in no-action letters issued with respect to exchange offers by other unrelated third parties.
Conditions of the Exchange Offer	The exchange offer is subject to certain customary conditions, which we may waive in our sole discretion. Please see "The Exchange Offer—Conditions to the Exchange Offer" for more information regarding the conditions to the exchange offer.
Procedures for Tendering Initial Notes	If you wish to accept the exchange offer, you must send to The Bank of New York, the exchange agent, on or before the expiration date either:
	•	a completed letter of transmittal, together with your initial notes and any other required documentation; or
	•	a transmittal through The Depository Trust Company's Automated Tender Offer Program system under which you agree to be bound by the terms of the letter of transmittal.
	If you wish to participate in the exchange offer and cannot comply with either of these procedures on a timely basis, then you can comply with the guaranteed delivery procedures described below. By executing the letter of transmittal, you will be making the representations described under "The Exchange Offer—Procedures for Tendering."

6

Special Procedures for Beneficial Owners	If you are a beneficial owner whose initial notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your initial notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your initial notes, either make appropriate arrangements to register ownership of the initial notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. You may not be able to complete this transfer before the expiration date.
Guaranteed Delivery Procedures	If you wish to tender your initial notes and time will not permit the documents required in the letter of transmittal to reach the exchange agent prior to the expiration date, or the procedures for book-entry transfer cannot be completed on a timely basis, you can participate in the exchange offer by following the guaranteed delivery procedures described under "The Exchange Offer—Guaranteed Delivery Procedures."
Acceptance of Initial Notes and Delivery of Exchange	We will accept for exchange any and all initial notes that are validly Notes tendered in the exchange offer and not withdrawn before the offer expires. The exchange notes will be delivered promptly following the exchange offer.
Withdrawal Rights	You may withdraw your tender of initial notes at any time before the exchange offer expires.
Federal Income Tax Consequences	We believe that the exchange of an initial note for an exchange note in the exchange offer will not be a taxable event for U.S. federal income tax purposes. Consequently, we believe that you will not recognize any gain or loss upon receipt of the exchange notes. See "Certain U.S. Federal Income Tax Considerations" for a more detailed description of the tax consequences of the exchange.
Accounting Treatment	We will not recognize any gain or loss on the exchange of initial notes for exchange notes. See "The Exchange Offer—Accounting Treatment."

7

Consequences of Failure to Exchange Initial Notes	If you are eligible to participate in the exchange offer and you do not tender your initial notes, then you will continue to hold your initial notes and you will be subject to all the limitations and restrictions on transfer applicable to such initial notes. Generally, untendered initial notes will remain restricted securities and may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the initial notes under the Securities Act. We expect that the trading market for the initial notes will be significantly less liquid than the trading market for the exchange notes. See "Risk Factors—Risks Relating to the Exchange Offer and the Exchange Notes—You may have difficulty selling the initial notes that you do not exchange."
Fees and Expenses	We will pay all fees and expenses incident to the consummation of the exchange offer, other than any expense incurred by a security holder.
Exchange Agent	The Bank of New York, the trustee under the indenture, is the exchange agent. The address, telephone number and facsimile number are listed under "The Exchange Offer—Exchange Agent."

The Exchange Notes

The exchange notes will evidence the same debt as the initial notes, which they replace, and both the outstanding initial notes and the exchange notes will be governed by the same indenture under which the initial notes were issued. The summary below describes the principal terms of the exchange notes. We sometimes refer to the initial notes and the exchange notes collectively in this prospectus as the notes. See "Description of the Exchange Notes" for a more detailed description of the terms and conditions of the exchange notes.

Notes Offered	We are offering to exchange the initial notes for $250,000,000 aggregate principal amount of our 6.875% senior subordinated notes due 2013, referred to as the exchange notes, that have been registered under the Securities Act.
	The form and terms of the exchange notes are the same as the form and terms of the initial notes, except:
	•	the exchange notes will be issued in a transaction that will have been registered under the Securities Act;

8

	•	the exchange notes will bear a different CUSIP number; and
	•	the holders of the exchange notes will not be entitled to the rights of the holders of the initial notes under the registration rights agreement.
Subordination and Guarantees	The exchange notes will rank junior in right of payment to all of our existing and future senior indebtedness and equal in right of payment with all of our existing and future senior subordinated indebtedness. See "Description of the Exchange Notes—Subordination."
	Substantially all of our existing and future subsidiaries, other than our joint ventures, will guarantee our payment obligations with respect to the exchange notes, including principal, premium, if any, and interest. The guarantees will rank junior in right of payment to all existing and future senior indebtedness of these subsidiaries and equal in right of payment with all existing and future senior subordinated indebtedness of these subsidiaries. See "Description of the Exchange Notes—Guarantees."
	As of December 31, 2003, the notes and the related guarantees were subordinated to approximately $8.6 million of senior indebtedness primarily in the form of capital lease obligations. Further, an additional $100.0 million of senior indebtedness was available for borrowing under our new senior credit facility, exclusive of $2.4 million required for outstanding letters of credit.
Maturity Date	November 15, 2013.
Interest Payment Dates	May 15 and November 15 of each year, commencing May 15, 2004.
Optional Redemption	We may redeem the notes, in whole or in part, at our option at any time on or after November 15, 2008, at the redemption prices listed under the caption "Description of the Exchange Notes—Optional Redemption."
	In addition, on or before November 15, 2006, we may, at our option and subject to certain requirements, use the net proceeds from one or more equity offerings to redeem up to 35% of the original aggregate principal amount of the notes at 106.875% of their principal amount, plus accrued and unpaid interest. See "Description of the Exchange Notes—Optional Redemption."

9

Change of Control	If a change of control of us occurs, we may be required to make an offer to purchase the notes at 101% of their principal amount, plus accrued and unpaid interest. See "Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control."
Certain Covenants	We will issue the exchange notes pursuant to the same indenture under which the initial notes were issued. The indenture governing the notes contains certain covenants that, among other things, limit our ability and the ability of certain of our subsidiaries to:
	•	incur or guarantee additional indebtedness;
	•	issue redeemable preferred stock and non-guarantor subsidiary preferred stock;
	•	pay dividends or make other distributions to our shareholders;
	•	repurchase our stock;
	•	make other restricted payments and investments;
	•	create liens;
	•	incur restrictions on the ability to pay dividends or other payments to us or them;
	•	sell or otherwise dispose of certain assets;
	•	consolidate, merge or sell all of our assets;
	•	prepay, redeem or repurchase debt;
	•	enter into transactions with affiliates;
	•	engage in certain business activities; and
	•	incur indebtedness that is subordinate to any senior debt and senior in right of payment to the exchange notes.
	These covenants are subject to a number of important qualifications and limitations. See "Description of the Exchange Notes—Certain Covenants."
Use of Proceeds	Neither we nor any subsidiary guarantor will receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. See "The Exchange Offer—Use of Proceeds."

Risk Factors

        For a discussion of risks that you should consider before deciding to exchange your initial notes for exchange notes, see "Risk Factors."

10

Summary Financial Data

        The summary financial data presented below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes thereto included elsewhere in this prospectus. Our consolidated statement of operations data for the years ended September 30, 2003, 2002 and 2001 and our consolidated balance sheet data as of September 30, 2003 and 2002 have been derived from our audited consolidated financial statements included elsewhere in this prospectus, which have been audited by KPMG LLP, whose report is included elsewhere in this prospectus. Our statement of operations data for the three months ended December 31, 2003 and 2002 and our balance sheet data as of December 31, 2003 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our statement of operations data for the years ended September 30, 2000 and 1999 and our balance sheet data as of September 30, 2001, 2000 and 1999 have been derived from our unaudited consolidated financial statements, which are not presented in this prospectus.

        On December 1, 2003, we completed the spin-off of GHC. Under Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," referred to as "SFAS 144", discontinued businesses, including assets held for sale or distributed to shareholders, are removed from the results of continuing operations. The results of operations of GHC have been reclassified as discontinued operations in the audited and unaudited consolidated statements of operations for all periods presented. Businesses sold or closed prior to the adoption of SFAS 144 continue to be reported in the results of continuing operations.

        Upon emergence from Chapter 11 bankruptcy proceedings on October 2, 2001, our subsidiaries adopted the American Institute of Certified Public Accountants Statement of Position 90-7, "Financial Reporting By Entities in Reorganization Under the Bankruptcy Code," also referred to as "fresh-start reporting," effective September 30, 2001. In connection with the adoption of fresh-start reporting, a new entity was deemed created for financial reporting purposes, the provisions of the 2001 joint plan of reorganization were implemented, assets and liabilities were adjusted to their estimated fair values and our accumulated owner's deficit was eliminated. Any financial information labeled "predecessor company" refers to periods prior to the adoption of fresh-start reporting, while those labeled "successor company" refers to periods following September 30, 2001. Predecessor company and successor company financial information is generally not comparable and is therefore separated by a vertical line. The lack of comparability within the statement of operations data is most apparent in our capital costs (interest, depreciation and amortization), as well as with income taxes and debt restructuring and reorganization costs. Predecessor company and successor company balance sheet data are not comparable due to the change in accounting basis of long-lived assets to estimated fair value and the discharge of liabilities subject to compromise.

        On October 1, 2002, we adopted Statement of Financial Accounting Standards No. 145, "Recission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections as of April 2002," referred to as "SFAS 145." The most significant impact of the adoption of SFAS 145 is that effective October 1, 2002, any gains or losses on the extinguishment of debt that were classified as extraordinary items in prior periods that do not meet the new criteria for classification as extraordinary items have been reclassified. This reclassification includes the $1.4 billion gain recognized in fiscal 2001 in connection with the discharge of liabilities subject to compromise upon our

11

subsidiaries' emergence from Chapter 11 proceedings which is now included in income (loss) from continuing operations.

		Successor Company											Predecessor Company
		Three Months Ended December 31,						Years Ended September 30,					Years Ended September 30,
		2003			2002			2003		2002			2001			2000			1999
		(in thousands, except operating and per share data)
Statement of Operations Data(1):
	Net revenues	$	338,394		$	297,104		$	1,243,857	$	1,136,737	¦	$	1,047,883		$	1,001,222		$	921,642
	Gross profit		76,427			66,541			281,879		255,154	¦		230,002			231,780			238,178
	Income (loss) from continuing operations		(14,149	)		(1,114	)		3,956		6,259	¦		920,964			(147,614	)		(38,860	)
	Income (loss) from discontinued operations, net of taxes		8,435			13,734			28,732		66,507	¦		(628,867	)		(692,710	)		(231,713	)
	Net income (loss)		(5,714	)		12,620			32,688		72,766	¦		292,097			(840,324	)		(270,573	)
	Preferred stock dividends		—			683			2,701		2,599	¦		45,623			42,596			19,477
	Net income (loss) available to common shareholders		(5,714	)		11,937			29,987		70,167	¦		246,474			(882,920	)		(290,050	)
Ratio of Earnings to Fixed Charges(2)			—			—			1.11x		—	¦		21.36x			—			—
Diluted EPS Data:
	Income (loss) from continuing operations	$	(0.35	)	$	(0.04	)	$	0.03	$	0.09	¦	$	18.00		$	(4.04	)	$	(1.64	)
	Income (loss) from discontinued operations, net		0.21			0.33			0.71		1.61	¦		(12.93	)		(14.71	)		(6.53	)
	Net income (loss) available to common shareholders		(0.14	)		0.29			0.74		1.68	¦		5.07			(18.75	)		(8.17	)
	Weighted average shares outstanding—income (loss) from continuing operations and discontinued operations		40,397			41,458			40,757		41,260	¦		48,641			47,077			35,485
	Weighted average shares outstanding—income (loss) available to common shareholders		40,397			41,458			40,757		43,351	¦		48,641			47,077			35,485
Other Data:
	Gross Profit	$	76,427		$	66,541		$	281,879	$	255,154	¦	$	230,002		$	231,780		$	238,178
	Gross Profit %		22.6%			22.4%			22.7%		22.4%	¦		21.9%			23.1%			25.8%
	EBITDA(3)	$	(15,034	)	$	16,854		$	52,186	$	43,847	¦	$	1,005,096		$	—		$	—
	EBITDA %		(4.4	)%		5.7%			4.2%		3.9%	¦		95.9%			—			—

	Successor Company									Predecessor Company
	December 31,		September 30,							September 30,
	2003(4)		2003		2002		2001			2000			1999
	(dollars in thousands)
Balance Sheet Data (end of period):
Working capital	$	298,472	$	446,657	$	449,006	$	282,016	¦	$	304,241		$	235,704
Total assets		847,621		1,938,729		2,010,477		1,839,220	¦		3,081,998			2,429,914
Liabilities subject to compromise		—		—		—		—	¦		2,446,673			—
Long-term debt, including current portion		258,632		611,619		689,683		644,509	¦		143,441			1,521,636
Redeemable preferred stock		—		46,831		44,765		42,600	¦		442,820			—
Shareholders' equity (deficit)		452,377		916,163		914,123		834,858	¦		(246,391	)		587,890

(1)

For a discussion of operating results from fiscal 2001 through the three months ended December 31, 2003 and a description of significant events, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations."

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(2)

The ratio of earnings to fixed charges is computed by dividing fixed charges into income (loss) from continuing operations before income taxes plus fixed charges. Fixed charges include interest (expensed or capitalized), amortization of debt issuance costs and the estimated interest component of rent expense. For the three months ended December 31, 2003 and 2002 and the fiscal years ended September 30, 2002, 2000 and 1999, our earnings were insufficient to cover fixed charges by $28.1 million, $1.2 million, $6.6 million, $175.2 million and $62.1 million, respectively.

(3)

The following tables reconcile EBITDA to our net income (loss) available to common shareholders and our consolidating operating income by segments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Reasons for Non-GAAP Financial Disclosure."

		Three Months Ended
		December 31, 2003			December 31, 2002
Net income (loss) available to common shareholders		$	(5,714	)	$	11,937
Subtract:
	Income (loss) from discontinued operations, net of taxes		(8,435	)		(13,734	)
Add back:
	Preferred dividends		—			683
	Minority interest and equity in income of unconsolidated affiliates		1,091			1,039
	Income tax provision (benefit)		(13,874	)		5,483
	Interest expense, net		5,654			3,674
	Depreciation and amortization		6,244			7,772
EBITDA		$	(15,034	)	$	16,854

		Three Months Ended December 31, 2003
		Institutional Pharmacy		Corporate & Other			Consolidated
Operating income (loss)		$	26,573	$	(47,851	)	$	(21,278	)
Add back:
	Depreciation and amortization		3,068		3,176			6,244
EBITDA		$	29,641	$	(44,675	)	$	(15,034	)

		Three Months Ended December 31, 2002
		Institutional Pharmacy		Corporate & Other			Consolidated
Operating income (loss)		$	17,683	$	(8,601	)	$	9,082
Add back:
	Depreciation and amortization		3,014		4,758			7,772
EBITDA		$	20,697	$	(3,843	)	$	16,854

		Successor Company							Predecessor Company
		Years Ended September 30,
		2003			2002				2001
Net income available to common shareholders		$	29,987		$	70,167		¦	$	246,474
Subtract:
	Income (loss) from discontinued operations, net of taxes		28,732			66,507		¦		(628,867	)
Add back:
	Preferred dividends		2,701			2,599		¦		45,623
	Minority interest and equity in income of unconsolidated affiliates		4,289			3,061		¦		1,802
	Income tax provision (benefit)		(2,048	)		(12,699	)	¦		—
	Interest expense, net		14,358			17,186		¦		45,188
	Depreciation and amortization		31,631			30,040		¦		37,142
EBITDA		$	52,186		$	43,847		¦	$	1,005,096

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		Successor Company Year Ended September 30, 2003
		Institutional Pharmacy		Corporate & Other			Consolidated
Operating income (loss)		$	92,325	$	(71,770	)	$	20,555
Add back:
	Depreciation and amortization		12,386		19,245			31,631
EBITDA		$	104,711	$	(52,525	)	$	52,186

		Successor Company Year Ended September 30, 2002
		Institutional Pharmacy		Corporate & Other			Consolidated
Operating income (loss)		$	67,851	$	(54,044	)	$	13,807
Add back:
	Depreciation and amortization		11,315		18,725			30,040
EBITDA		$	79,166	$	(35,319	)	$	43,847

		Predecessor Company Year Ended September 30, 2001
		Institutional Pharmacy			Corporate & Other		Consolidated
Operating income (loss)		$	(30,954	)	$	998,908	$	967,954
Add back:
	Depreciation and amortization expense		13,062			24,080		37,142
EBITDA		$	(17,892	)	$	1,022,988	$	1,005,096

(4)

Balance sheet data as of December 31, 2003 reflects the distribution and spin-off of GHC. Balance sheet data prior to the spin-off has not been adjusted to give effect to the spin-off of GHC.

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RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before participating in the exchange offer. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. The occurrence of any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

Risks Relating to the Exchange Offer and the Exchange Notes

Our ability to generate cash to service our indebtedness depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. Our ability to generate cash, to a certain extent, is subject to general economic, financial, competitive, regulatory, legislative and other factors that are beyond our control.

        Cost containment and lower reimbursement levels relative to inflationary increases in cost by third-party payors, including federal and state governments, have had a significant impact on the healthcare industry and on our cash flows. Our operating margins continue to be under pressure because of continuing regulatory scrutiny and growth in operating expenses, such as product and labor costs.

        We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in amounts sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity, sell assets, curtail discretionary capital expenditures or file for bankruptcy protection. We cannot assure you that we will be able to refinance any of our indebtedness, including our new senior credit facility and the notes, on commercially reasonable terms or at all.

        The indenture relating to the notes and the credit agreement governing our new senior credit facility permit us, subject to specified conditions, to incur a significant amount of additional indebtedness. If we incur additional debt above current levels, the risks associated with our leverage, including our ability to service our debt, would increase.

Your right to receive payments on the notes and guarantees is subordinated to our and the guarantors' senior debt.

        Payment on the notes is subordinated in right of payment to all of our current and future senior debt, including our obligations under our new senior credit facility. Payment on the guarantees of our subsidiaries is subordinated in right of payment to all of such guarantors' current and future senior debt, including the guarantees of our new senior credit facility. As a result, upon any distribution to our creditors in a bankruptcy, liquidation, reorganization, dissolution, winding up or other similar proceeding relating to us or our property, the holders of our senior debt will be entitled to be paid in full in cash before any payment may be made on the notes. Similarly, upon any distribution to the guarantors' creditors in a bankruptcy, liquidation, reorganization, dissolution, winding up or other similar proceeding relating to the guarantors or their property, the holders of the guarantors' senior debt will be entitled to be paid in full in cash before any payment may be made on the guarantees. In these cases, we and the guarantors may not have sufficient funds to pay all of our creditors, and holders of the notes may receive less ratably than the holders of our senior debt or may receive nothing. In addition, all payments on the notes and the related guarantees will be blocked in the event of a payment default on our designated senior debt and may be blocked for up to 179 consecutive days in the event of certain defaults other than payment defaults on our designated senior debt.

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        As of December 31, 2003, the notes and the related guarantees were subordinated to approximately $8.6 million of senior debt, primarily in the form of capital lease obligations. An additional $100.0 million of senior debt is available for borrowing under our new senior credit facility. In addition, the indenture governing the notes and our new senior credit facility permit us and the guarantors, subject to specified limitations, to incur additional debt, some or all of which may be senior debt. All amounts outstanding from time to time under our new senior credit facility will be designated senior debt.

The notes are structurally subordinated to all indebtedness of our subsidiaries that are not guarantors of the notes.

        You will not have any claim as a creditor against our subsidiaries that are not guarantors of the notes and indebtedness and other liabilities, including trade payables, of those subsidiaries will effectively be senior to your claims against those subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. Under some circumstances, the terms of the notes will permit our non-guarantor subsidiaries to incur additional unspecified indebtedness.

If we fail to meet our payment or other obligations under our new senior credit facility, the lenders under our new senior credit facility could foreclose on, and acquire control of, substantially all of our assets.

        In connection with the incurrence of indebtedness under our new senior credit facility, the lenders under that facility received a pledge of all of the capital stock of our existing subsidiaries and will receive a pledge of all of the capital stock of any future subsidiaries. Additionally, these lenders generally have a lien on substantially all of our assets, including our existing and future accounts receivables, cash, general intangibles, investment property and real property. As a result of these pledges and liens, if we fail to meet our payment or other obligations under our new senior credit facility, the lenders under the credit agreement would be entitled to foreclose on substantially all of our assets and liquidate these assets. Under those circumstances, we may not have sufficient funds to pay principal, premium, if any, and interest on the notes. As a result, you may lose a portion of or the entire value of your investment in the notes.

We may incur additional indebtedness ranking equal to the notes.

        If we incur any additional indebtedness that ranks equally with the notes, including trade payables, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any bankruptcy, liquidation, reorganization, dissolution, winding up or other similar proceeding relating to us. This may have the effect of reducing the amount of proceeds paid to you.

The indenture for the notes and our new senior credit facility impose, and future debt may impose, significant operating and financial restrictions on us which may prevent us from capitalizing on business opportunities and taking some corporate actions.

        The indenture for the notes and our new senior credit facility impose, and the terms of any future debt may impose, significant operating and financial restrictions on us. These restrictions limit, among other things, our ability and that of our subsidiaries to:

•

incur or guarantee additional indebtedness;



•

issue redeemable preferred stock and non-guarantor subsidiary preferred stock;



•

pay dividends or make other distributions to our shareholders;

16

•

repurchase our stock;



•

make other restricted payments and investments;



•

create liens;



•

incur restrictions on the ability of our or their subsidiaries to pay dividends or other payments to us or them;



•

sell or otherwise dispose of certain assets;



•

consolidate, merge or sell all of our assets;



•

prepay, redeem or repurchase debt;



•

enter into transactions with affiliates;



•

engage in certain business activities; and



•

incur indebtedness that is subordinate to any senior debt and senior in right of payment to the notes.

        In addition, our new senior credit facility requires us to maintain specified financial ratios and satisfy other financial condition tests. We cannot assure you that these covenants will not adversely affect our ability to finance our future operations or capital needs or to pursue available business opportunities or limit our ability to plan for or react to market conditions or meet capital needs or otherwise restrict our activities or business plans. A breach of any of those covenants or our inability to maintain the required financial ratios could result in a default in respect of the related indebtedness. If a default occurs, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness.

A court may void the guarantees of the notes or subordinate the guarantees to other obligations of our subsidiary guarantors.

        Although standards may vary depending upon the applicable law, generally under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void all or a portion of the guarantees of the notes or subordinate the guarantees to other obligations of the guarantors. If the claims of the holders of the notes against any guarantor were held to be subordinated in favor of other creditors of that guarantor, the other creditors would be entitled to be paid in full before any payment could be made on the notes. If one or more of the guarantees is voided or subordinated, after providing for all prior claims, our subsidiary guarantors may not have sufficient assets remaining to satisfy the claims of the holders of the notes.

Your ability to sell the notes may be limited by the absence of an active trading market.

        The notes are a new issue of securities for which there currently is no established trading market. Consequently, the notes may not be sufficiently liquid and you may be unable to sell your notes. We do not intend to apply for the notes or any exchange notes to be listed on any securities exchange or to arrange for quotation on any automated dealer quotation system. In connection with the offering of the initial notes, the initial purchasers advised us that they intended to make a market in the notes but they were not obligated to do so. Each initial purchaser could discontinue any market-making in the notes at any time, in its sole discretion. As a result, we cannot assure you as to the liquidity of the notes or, in the case of any holders of notes that do not exchange them, the trading market for the notes following the offer to exchange the initial notes for exchange notes. We also cannot assure you that you will be able to sell your notes at a particular time or that the prices that you receive when you sell will be favorable.

17

        Future trading prices of the notes will depend on many factors, including:

•

our operating performance and financial condition;



•

the interest of securities dealers in making a market; and



•

the market for similar securities.

You may have difficulty selling the initial notes that you do not exchange.

        If you do not exchange your initial notes for the exchange notes offered in this exchange offer, then you will continue to be subject to the restrictions on the transfer of your initial notes. Those transfer restrictions are described in the indenture governing the notes and in the legend contained on the initial notes, and arose because we originally issued the initial notes under exemptions from, and in transactions not subject to, the registration requirements of the Securities Act.

        In general, you may offer or sell your initial notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. We do not intend to register the initial notes under the Securities Act. If a large number of initial notes are exchanged for exchange notes in the exchange offer, then it may be more difficult for you to sell your unexchanged initial notes. Additionally, if you do not exchange your initial notes in the exchange offer, then you will no longer be entitled to have those notes registered under the Securities Act. See "The Exchange Offer—Consequences of Failure to Exchange Initial Notes."

We may not be able to repurchase the notes upon a change of control or asset sale.

        Upon a "change of control" or "asset sale," in each case as defined in the indenture, we will be required under certain circumstances to make an offer to repurchase all of the outstanding notes at a price equal to, for a change of control, 101% of the principal amount thereof and, for an asset sale, 100% of the principal amount thereof, together with any accrued and unpaid interest and additional interest to the date of repurchase. If a change of control or asset sale were to occur, there can be no assurance that we would have sufficient funds to pay the purchase price for all of the notes that we might be required to purchase. Our future indebtedness may also contain restrictions on our ability to repurchase the notes upon certain events, including transactions that could constitute a change of control or asset sale under the indenture. In addition, our new senior credit facility prohibits us from purchasing the notes in the event of a change of control or asset sale. Our failure to purchase the notes would be a default under the indenture, which would in turn be a default under our senior credit facility. In addition, a change of control will constitute an event of default under our new senior credit facility. A default under our new senior credit facility would result in an event of default under the indenture governing the notes if the lenders were to accelerate the debt under our new senior credit facility. If the foregoing occurs, we may not have enough assets to satisfy all obligations under our new new senior credit facility and the indenture related to the notes.

If we incur additional indebtedness as a result of acquisitions or otherwise, it could adversely affect our financial condition and prevent us from fulfilling our obligations on the notes.

        As a result of our issuance of the notes and entering into our new senior credit facility, we have indebtedness and may incur additional indebtedness. As of December 31, 2003, the notes and the related guarantees were subordinated to approximately $8.6 million of senior debt, primarily in the form of capital lease obligations. An additional $100.0 million of senior debt is available for borrowing under our new senior credit facility. In addition, subject to restrictions in the credit agreement governing our new senior credit facility and the indenture for the notes, we may incur additional indebtedness, including indebtedness to fund acquisitions or for working capital purposes.

18

        The level of our indebtedness could have important consequences to you, including the following:

•

limiting our ability to fund working capital, capital expenditures, acquisitions or other general corporate purposes;



•

requiring us to use a substantial portion of our cash flow from operations to pay interest and principal on the notes and other indebtedness, which will reduce the funds available to us for purposes such as potential acquisitions, capital expenditures, marketing, development and other general corporate purposes;



•

exposing us to fluctuations in interest rates, to the extent that our borrowings bear variable rates of interest;



•

placing us at a competitive disadvantage compared to our competitors that have less debt;



•

reducing our flexibility in planning for, or responding to, changing conditions in our industry, including increased competition; and



•

making us more vulnerable to general economic downturns and adverse developments in our business.

        As a result, our indebtedness could adversely affect our financial position and make it more difficult for us to fulfill our obligations under the notes.

Risks Relating to Our Business

If we or our client institutions fail to comply with Medicare or Medicaid reimbursement regulations, our revenue could be reduced, we could be subject to penalties and we could lose our eligibility to participate in these programs.

        For the year ended September 30, 2003, approximately 44% of our pharmacy services billings were directly reimbursed by government-sponsored programs, including Medicaid and, to a lesser extent, Medicare. The Medicare and Medicaid programs are highly regulated. Our failure to comply with applicable reimbursement regulations could adversely affect the reimbursement we receive and our ability to participate in Medicare and Medicaid. Our failure to comply with these regulations could subject us to other civil and criminal penalties. Moreover, the Medicaid program is significantly dependent upon federal rules. Any limitation of federal funding to states under their Medicaid program could negatively affect our business.

Continuing efforts to contain healthcare costs may reduce our future revenue.

        Our sales and profitability are affected by the efforts of healthcare payors to contain or reduce the cost of healthcare by lowering reimbursement rates, limiting the scope of covered services, and negotiating reduced or capitated pricing arrangements. Any changes that lower reimbursement levels under Medicare, Medicaid or private pay programs, including managed care contracts, could reduce our future revenue. Furthermore, other changes in these reimbursement programs or in related regulations could reduce our future revenue. These changes may include modifications in the timing or processing of payments and other changes intended to limit or decrease the growth of Medicare, Medicaid or third-party expenditures.

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Healthcare-related legislation has significantly impacted our business, and future legislation and regulations may negatively affect our financial condition and results of operations.

        In recent years, Congress has passed a number of federal laws that have effected major changes in the healthcare system, including, without limitation, changes under the Medicare and Medicaid programs. Our business is directly affected by changes in reimbursement rates and methodologies for pharmaceutical services and indirectly affected through the changes that negatively impact our healthcare clients. Several of these changes have had a significant impact on us.

        It is not possible to quantify fully the effect of potential legislative changes, the interpretation or administration of such legislation or any other governmental initiatives on our business. Accordingly, there can be no assurance that the impact of any future healthcare legislation will not further adversely affect our business. There can be no assurance that payments under governmental and private third-party payor programs will be timely, will remain at levels comparable to present levels or will, in the future, be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to such programs. Our financial condition and results of operations may be affected by the reimbursement process, which is complex.

        The recent legislation, titled the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or the "Medicare Modernization Act," passed by Congress on November 25, 2003 and signed by the President on December 8, 2003, may have a significant impact on long-term care pharmacy services with respect to Medicare coverage and payment rates to facilities and individual suppliers. The Medicare Modernization Act constitutes a significant overhaul of the Medicare system, including provisions which add a prescription drug benefit under Medicare starting in 2006, provide subsidies to insurers and managed care organizations and establish mechanisms to allow private health care coverage plans to compete with Medicare initially on a pilot basis. In addition, the Medicare Modernization Act phases out the average wholesale price reimbursement system related to certain outpatient pharmaceutical drugs and biologicals. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Laws Affecting Revenues."

        Because of the recent enactment of the Medicare Modernization Act and its broad scope, we are not in a position to fully assess its impact on our business. The impact of this legislation depends upon a variety of factors, including patient mix. It is not clear at this time whether this new legislation will have an overall negative impact on long-term care pharmacy services. This legislation may reduce revenue and impose additional costs to the industry. Moreover, the U.S. Department of Health and Human Services, referred to as "DHHS," has not yet promulgated any regulations under the Act, as the Act requires it to do. The impact of these regulations when promulgated, including those regulations relating to the prescription drug discount plan discussed above, is unclear.

        We have described only certain provisions of the Medicare Modernization Act applicable to our business. There may be other provisions of the legislation that may impact our business by decreasing revenues or increasing operational expenses. We can make no assurance as to the effect of these provisions on our business.

        The phase out of the average wholesale price reimbursement system related to certain outpatient pharmaceutical drugs and biologicals under the Medicare Modernization Act could adversely affect our business. In addition, a second initiative under consideration at the federal level is a program to further reduce reimbursement for specific types of drugs. These initiatives have focused on certain therapies that are not extensively utilized in long-term care facilities. However, if this program were to be expanded, such a decision could have an adverse impact on our business.

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State Medicaid program reimbursement is directly affected by the Medicare Modernization Act and may have a material adverse effect on our operating results.

        The reimbursement rates for pharmacy services under Medicaid are determined on a state-by-state basis subject to applicable federal law and review by the Centers for Medicare and Medicaid Services, the agency within DHHS that is responsible for the Medicare and Medicaid programs. In most states, pharmacy services are priced at the lower of "usual and customary" charges or cost (which generally is defined as a function of average wholesale price and may include a profit percentage) plus a dispensing fee. Certain states have "lowest charge legislation" or "most favored nation provisions" which require us to charge Medicaid no more than its lowest charge to other consumers in the state. Since 2000, federal Medicaid requirements establishing payment caps on certain drugs have been periodically revised. The Medicare Modernization Act's phase out of the use of average wholesale price related to certain outpatient pharmaceutical drugs and biologicals might impact these current payment methodologies.

        State Medicaid programs generally have long-established programs for reimbursement which have been revised and refined over time and have not had a material adverse effect on the pricing policies or receivables collection for long-term care facility pharmacy services. Any future changes in such reimbursement programs or in regulations relating thereto, such as reductions in the allowable reimbursement levels or the timing of processing of payments, could adversely affect our business.

        In order to control healthcare costs, we anticipate that federal and state governments will continue to review and assess alternate healthcare delivery systems, payment methodologies and operational requirements for healthcare providers, including long-term care facilities and pharmacies. Given the continuous debate regarding the cost of healthcare, managed care and other healthcare issues, we cannot predict with any degree of certainty what additional healthcare initiatives, if any, will be implemented or the effect any future legislation or regulation will have on our business.

        While Congress has expanded Medicare to cover certain costs of outpatient pharmaceutical services, the federal and state governments continue to focus on efforts to curb spending on healthcare programs such as Medicare and Medicaid. A number of states have enacted or are considering cost containment initiatives. Many of these initiatives focus on reducing the amount that the state Medicaid program will pay for drug acquisition costs. Some have attempted to impose more stringent pricing standards. Institutional pharmacies are generally paid a dispensing fee over and above the payment for the drug. To the extent that changes in the payment for drugs are not accompanied by an increase in the dispensing fee, margins could erode. Some states have explored efforts to restrict utilization by requiring the use of preferred drug lists, prior-authorization and formularies. A few states have attempted to extend the preferred Medicaid pricing to all Medicare beneficiaries. We cannot at this time predict the extent to which these proposals will be adopted or, if adopted and implemented, what effect, if any, such proposals will have on us. Efforts to impose reduced allowances, greater discounts and more stringent cost controls by government and other payors are expected to continue.

Healthcare reform and legislation may reduce payments to our skilled nursing facility customers, which may negatively impact our ability to fund our working capital needs.

        Healthcare reform and legislation has an indirect effect on our business through decreasing funds available to our skilled nursing facility customers. Limitations or restrictions on Medicare and Medicaid payments to skilled nursing facilities could adversely impact the liquidity of our pharmacy and other service related business customers, resulting in their inability to pay us, or to pay us timely, for our products and services. This factor could require us to borrow in order to fund our working capital needs, and, in turn, cause us to become more highly leveraged.

21

We derive a significant portion of our revenue from state Medicaid programs and the recent economic downturn in the states in which we operate could have a material adverse effect on our operating results.

        There are numerous reports affirming that the recent economic downturn has had a detrimental effect on state revenues. Historically, these budget pressures have translated into reductions in state spending. Given that Medicaid outlays are a significant component of state budgets, we expect continuing cost containment pressures on Medicaid outlays for nursing homes and pharmacy services in the states in which we operate.

If we, or our long-term care customers, fail to comply with licensure requirements or other applicable laws, we may need to curtail operations, and could be subject to significant penalties.

        Our pharmacy services business is subject to extensive and often changing federal, state and local regulations, and our pharmacies are required to be licensed in the states in which they are located or do business. We continuously monitor the effects of regulatory activity on our operations and we currently have pharmacy licenses for each pharmacy we operate. The failure to obtain or renew any required regulatory approvals or licenses could adversely affect the continued operation of our business. The long-term care facilities that contract for our services are also subject to federal, state and local regulations and are required to be licensed in the states in which they are located. The failure by these long-term care facilities to comply with these or future regulations or to obtain or renew any required licenses could result in our inability to provide pharmacy services to these facilities and their residents.

We conduct business in a heavily regulated industry, and changes in regulations or violations of regulations including fraud and abuse laws may result in increased costs or sanctions.

        We are also subject to federal and state laws that prohibit some types of direct and indirect payments between healthcare providers. These laws, commonly known as the fraud and abuse laws, prohibit payments intended to induce or encourage the referral of patients to, or the recommendation of, a particular provider of items or services. Violation of these laws can result in loss of licensure, civil and criminal penalties and exclusion from the Medicare, Medicaid and other federal healthcare programs. We are subject to periodic audits under the Medicare and Medicaid programs, which have various rights and remedies against us if they assert that we have overcharged the programs or failed to comply with program requirements. Rights and remedies available to these programs include repayment of any amounts alleged to be overpayments or in violation of program requirements, or making deductions from future amounts due to us. These programs may also impose fines, criminal penalties or program exclusions. Other third-party payor sources also reserve the right to conduct audits and make monetary adjustments in connection with or exclusive of audit activities.

        In the ordinary course of our business, the long-term care facilities we service receive notices of deficiencies for failure to comply with conditions of participation in the Medicare and Medicaid programs. This non-compliance may have a negative effect upon our business.

        We are also subject to federal and state laws that govern financial and other arrangements between healthcare providers. These laws often prohibit certain direct and indirect payments or fee-splitting arrangements between healthcare providers that are designed to induce the referral of patients to a particular provider for medical products and services. Possible sanctions for violation of any of these restrictions or prohibitions include loss of eligibility to participate in reimbursement programs and/or civil and criminal penalties.

        We have established policies and procedures that we believe are sufficient to ensure that our facilities will operate in substantial compliance with these anti-fraud requirements. While we believe that our business practices are consistent with Medicare and Medicaid criteria, those criteria are often

22

complex and subject to change and interpretation. Aggressive anti-fraud actions, however, could have an adverse effect on our financial condition, results of operations and cash flows.

        In addition, a number of states have undertaken enforcement actions against pharmaceutical manufacturers involving pharmaceutical marketing programs, including programs containing incentives to pharmacists to dispense one particular product rather than another. These enforcement actions arose under state consumer protection laws, which generally prohibit false advertising, deceptive trade practices and the like.

New federal medical privacy regulations may increase the costs of operations and expose us to civil and criminal sanctions.

        We face additional federal requirements that mandate major changes in the transmission and retention of health information. The Health Insurance Portability and Accountability Act of 1996 was enacted first, to ensure that employees can retain and at times transfer their health insurance when they change jobs, and second, to simplify healthcare administrative processes. This simplification includes expanded protection of the privacy and security of personal medical data and requires the adoption of standards for the exchange of electronic health information.

        Among the standards that the Secretary of Health and Human Services has adopted pursuant to the Health Insurance Portability and Accountability Act are standards for electronic transactions and code sets, and it may adopt unique identifiers for providers, employers, health plans and individuals, security and electronic signatures, privacy and enforcement. Although the Health Insurance Portability and Accountability Act was intended to ultimately reduce administrative expenses and burdens faced within the healthcare industry, we believe that implementation of this law will result in additional costs. Failure to comply with the Health Insurance Portability and Accountability Act could result in fines and penalties that could have a material adverse effect on us.

Possible changes in the acuity of patients as well as payor mix and payment methodologies may significantly affect our profitability.

        The sources and amounts of our revenues will be determined by a number of factors, including licensed bed capacity and occupancy rates of the centers we supply, the acuity of patients and the rates of reimbursement among payors. Changes in the acuity of the patients as well as payor mix among private pay, Medicare and Medicaid in the centers we supply will significantly affect our profitability. Particularly, any significant increase in the Medicaid population in such facilities could have a material adverse effect on our financial condition, results of operations and cash flows, especially if states operating these programs continue to limit, or more aggressively seek limits on, reimbursement rates.

Further consolidation of managed care organizations and other third-party payors may adversely affect our profits.

        Managed care organizations and other third-party payors have continued to consolidate in order to enhance their ability to influence the delivery of healthcare services. Consequently, the healthcare needs of a large percentage of the U.S. population are increasingly served by a small number of managed care organizations. These organizations generally enter into service agreements with a limited number of providers for needed services. To the extent that such organizations terminate us as a preferred provider and/or engage our competitors as a preferred or exclusive provider, our business could be materially and adversely affected. In addition, private payors, including managed care payors, increasingly are demanding discounted fee structures.

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We purchase a significant portion of our pharmaceutical products from one supplier.

        We obtain approximately 98% of our pharmaceutical products from one supplier pursuant to contracts that are terminable by either party on 90 days notice. If these contracts are terminated, there can be no assurance that our operations would not be disrupted or that we could obtain the products at similar cost. In this event, failure to satisfy our customers' requirements could materially and adversely affect our business, results of operations and financial condition.

Possible changes in or our failure to satisfy our manufacturers' rebate programs could adversely affect our results of operations.

        We currently earn rebates from certain manufacturers of pharmaceutical products for meeting targeted purchase volumes on a quarterly basis. There can be no assurance that our pharmaceutical manufacturers will continue to offer these rebates or that we will continue to satisfy the targeted purchase volumes. The termination of such programs or our failure to satisfy the targeted volumes may have an adverse affect on our cost of sales and inventory costs.

We face intense competition in our business.

        We compete with a variety of other companies in providing pharmacy services, some of which have greater financial and other resources than we do and may be more established in their respective communities than we are. Competing companies may offer newer or different services than we do and may thereby attract customers who are presently our customers or are otherwise receiving our services.

        The provision of pharmacy services in the long-term care industry is highly competitive. In the 32 states and in the District of Columbia where we sell pharmacy products and services, we compete with multiple national, regional and local institutional pharmacies. Institutional pharmacies compete principally on the basis of service, integrity, clinical expertise, fair pricing and the ability to form strong relationships with key personnel.

We are dependent on our senior management team and our pharmacy professionals.

        We are highly dependent upon the members of our senior management team, our pharmacists and other pharmacy professionals. Our business is managed by a small number of key management personnel, including John J. Arlotta, who became our chairman, president and chief executive officer after the spin-off. If we were unable to retain these persons, we might be adversely affected. Our industry is small and there is a limited pool of senior management personnel with significant experience in our industry. Accordingly, we believe we could experience significant difficulty in replacing key management personnel. Although we have employment contracts with our key management personnel, these contracts generally may be terminated without cause by either party.

        In addition, our continued success depends on our ability to attract and retain pharmacists and other pharmacy professionals. Competition for qualified pharmacists and other pharmacy professionals is intense. The loss of pharmacy personnel or the inability to attract, retain or motivate sufficient numbers of qualified pharmacy professionals could adversely affect our business. Although we generally have been able to meet our staffing requirements for pharmacists and other pharmacy professionals in the past, our inability to do so in the future could have a material adverse effect on us.

A significant portion of our business is concentrated in certain markets, and an economic downturn or changes in the laws affecting our business in those markets could have a material adverse effect on our operating results.

        We receive approximately 62% of our revenue from operations in the states of Maryland, New Jersey, Pennsylvania, Virginia, Ohio and West Virginia. The economic condition of these markets could

24

affect the ability of our patients and third-party payors to reimburse us for our services through a reduction of disposable household income or the ultimate reduction of the tax base used to generate state funding of their respective Medicaid programs. An economic downturn in these markets and in surrounding markets or changes in the laws affecting our business could have a material adverse effect on our financial condition, results of operations and cash flows.

We may make acquisitions that could subject us to a number of operating risks.

        We anticipate that we may make acquisitions of, investments in and strategic alliances with complementary businesses to enable us to capitalize on our strong position in the geographic markets in which we operate and to expand our businesses in new geographic markets. However, implementation of this strategy entails a number of risks, including:

•

inaccurate assessment of undisclosed liabilities;



•

entry into markets in which we may have limited or no experience;



•

diversion of management's attention from our core business;



•

difficulties in assimilating the operations of an acquired business or in realizing projected efficiencies and cost savings;



•

increase in our indebtedness and a limitation on our ability to access additional capital when needed; and



•

difficulties in obtaining anticipated revenue synergies or cost reductions.

        In addition, certain changes may be necessary to integrate the acquired businesses into our operations, assimilate many new employees and implement reporting, monitoring, compliance and forecasting procedures.

Provisions in Pennsylvania law and our corporate charter documents could delay or prevent a change in control.

        As a Pennsylvania corporation, we are governed by the Pennsylvania Business Corporation Law of 1988, as amended, referred to as Pennsylvania corporation law. Pennsylvania corporation law provides that the board of directors of a corporation in discharging its duties, including its response to a potential merger or takeover, may consider the effect of any action upon employees, shareholders, suppliers, customers and creditors of the corporation, as well as upon communities in which offices or other establishments of the corporation are located, and all other pertinent factors. In addition, under Pennsylvania corporation law, subject to certain exceptions, a business combination between us and a beneficial owner of more than 20% of our stock may be accomplished only if certain conditions are met.

        Our articles of incorporation contain certain provisions that may affect a person's decision to implement a takeover of us, including the following provisions:

•

a classified board of directors, with each director having a three-year term;



•

a provision providing that certain business combinations involving us, unless approved by at least 75% of the board of directors, will require the affirmative vote of at least 80% of our voting stock;



•

a provision permitting the board of directors to oppose a tender or other offer for our securities in light of the fairness of the price, the impact on our constituents, the reputation of the offeror, the value of the offered securities and any applicable legal or regulatory issues raised by the offer, as well as all other pertinent factors;

25

•

a provision requiring the affirmative vote of at least 80% of our voting stock to amend provisions relating to anti-takeover measures, unless the amendment is approved by at least 75% of the board of directors; and



•

the authority to issue preferred stock with rights to be designated by the board of directors.

        Additionally, we have entered into a shareholder rights plan which will make it extremely difficult for any person or group to acquire a significant interest in our common stock without advance approval of our board of directors.

        The overall effect of the foregoing provisions may be to deter a future tender offer or other offer to acquire us or our shares. Shareholders might view such an offer to be in their best interest if the offer includes a substantial premium over the market price of the common stock at that time. In addition, these provisions may assist our management in retaining their position and place us in a better position to resist changes that the shareholders may want to make if dissatisfied with the conduct of our business.

Risks Relating to the Spin-off of GHC

We have limited history operating as an entity without our eldercare businesses.

        Historically, our operations were conducted as part of a consolidated entity with GHC and not as a separate entity. As a result of the spin-off, we own and operate the pharmacy services business and GHC owns and operates the inpatient services business and other ancillary businesses. Neither we nor GHC has an operating history as a separate company. The spin-off may result in some temporary dislocation and inefficiencies to our business operations, as well as impact the overall management of our company. In addition, operating these businesses independently may be more expensive, more complicated or more difficult than operating them together.

Since we and our subsidiaries emerged from bankruptcy on October 2, 2001, there is limited operating and financial data available from which to analyze our operating results and cash flows.

        Financial information related to our and our subsidiaries' operations after our emergence from bankruptcy is limited and therefore, it is difficult to compare such post-bankruptcy financial information with that of prior periods. Additionally, this information reflects the results of fresh-start reporting which also makes comparison of results of operations and financial condition after our emergence from bankruptcy to the results of prior periods difficult. For additional information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Our historical financial information and our pro forma financial information may not be representative of our results as a separate company.

        Historically, our operations were conducted as part of a consolidated entity with GHC and not as a separate entity. Accordingly, the financial information included in the notes to our consolidated financial statements may not reflect the results of operations and financial condition that would have been achieved had our company been operated independently during the period and as of the dates presented. In addition, the historical pharmacy services segment information contained herein may not be indicative of how our business would have performed had the spin-off occurred during the periods presented. Such segment information does not, for example, reflect general and administrative and other corporate overhead expenses.

        Costs related to our corporate functions, including legal support, treasury administration, insurance administration, human resource management, information systems, internal audit and corporate accounting and income tax administration, which are not directly and solely related to our operations, have been allocated based upon various methodologies deemed reasonable by management. Although

26

our management believes that the methods used to allocate and estimate such expenses are reasonable, there can be no assurance that our actual costs will not be higher, perhaps substantially.

        Furthermore, our historical consolidated financial statements do not reflect the costs to us of borrowing funds as a separate entity.

We may be responsible for federal income tax liabilities that relate to our distribution of GHC common stock.

        We have received a private letter ruling from the Internal Revenue Service to the effect that the spin-off and certain related transactions qualified as a tax-free distribution to us and our shareholders under Section 355 of the Internal Revenue Code of 1986, as amended. We and GHC have made certain representations in connection with the private letter ruling, and we agreed to restrictions on certain future actions designed to preserve the tax-free status of the spin-off.

        If the spin-off was found to be taxable by reason of any act (or failure to act) by GHC described in certain covenants contained in the spin-off documents, any acquisition of our equity securities or assets, or any breach of any of our representations in the spin-off documents or in the private letter ruling request, the spin-off would be taxable to us and may be taxable to holders of our common stock who received shares of GHC common stock in the spin-off. In such case, under the spin-off documents between us and GHC, GHC will be required to indemnify us against any taxes and related losses. The amount of any such indemnification payment could be substantial and we cannot assure you that GHC will have the ability to satisfy those obligations.

We may be required to satisfy certain indemnification obligations to GHC or may not be able to collect on indemnification rights from GHC.

        Under the terms of the separation and distribution agreement pursuant to which GHC was spun-off, we and GHC have agreed to indemnify each other from and after the distribution with respect to the indebtedness, liabilities and obligations that will be retained by our respective companies. These indemnification obligations could be significant, and we cannot presently determine the amount of indemnification obligations for which we will be liable or for which we will seek payment from GHC. Our ability to satisfy these indemnities, if we are called upon to do so, will depend upon our future financial performance. Similarly, GHC's ability to satisfy any such obligations to us will depend on GHC's future financial performance. We cannot assure you that we will have the ability to satisfy any substantial indemnification obligations to GHC. We also cannot assure you that if GHC is required to indemnify us for any substantial obligations, GHC will have the ability to satisfy those obligations.

Our management owns stock in GHC and there continue to be agreements between us and GHC.

        As a result of their ownership of our common stock, most of our officers and certain members of our board of directors own GHC stock received in the spin-off distribution to our shareholders. In addition, certain of our subsidiaries entered into a tax sharing agreement, transition services agreement, a group purchasing agreement, an employee benefits agreement, a pharmacy services agreement, a pharmacy benefit management agreement and a durable medical equipment agreement with GHC. Although we believe the charges for services under the group purchasing agreement, the pharmacy services agreement, the pharmacy benefit management agreement and the durable medical equipment services agreement represent fair market value, there can be no assurance that we could not have obtained more favorable terms from an independent third-party. In some cases, the terms of the new agreements are not as favorable to us as the terms in effect prior to the spin-off. Robert H. Fish, the former chairman of our board of directors and chief executive officer, continues to serve as a director of both GHC and NeighborCare. Ownership of GHC common stock by our officers and directors could

27

create, or appear to create, potential conflicts of interest for these officers and directors when faced with decisions that could have implications for both GHC and us.

GHC, our largest customer, is subject to its own risks as a result of the spin-off and its operation as a separate entity.

        As a result of the spin-off, GHC is operating for the first time as an independent public entity. GHC is also exposed to risks similar to those outlined herein, including initial operation without the support of the former consolidated corporate infrastructure. In addition, GHC is highly leveraged. The degree to which GHC is leveraged could materially and adversely affect GHC's ability to obtain financing for working capital, acquisitions or other purposes and could make GHC more vulnerable to industry downturns and competitive pressures. GHC's ability to meet its obligations will be dependent upon its future performance, which will be subject to financial, business and other factors affecting GHC's operations. We are bound by a multi-year contractual arrangement with GHC. If GHC is not able to meet its obligations under this arrangement, our financial condition and results of operations could suffer materially.

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THE EXCHANGE OFFER

Purpose and Effect; Registration Rights

        We sold the initial notes on November 4, 2003 in transactions exempt from the registration requirements of the Securities Act. Therefore, the initial notes are subject to significant restrictions on resale. In connection with the issuance of the initial notes, we entered into a registration rights agreement, which required that we and the subsidiary guarantors:

•

use our reasonable best efforts to file with the SEC a registration statement under the Securities Act relating to the exchange offer and the issuance and delivery of the exchange notes in exchange for the initial notes on or prior to April 30, 2004;



•

use our reasonable best efforts to cause the SEC to declare the exchange offer registration statement effective under the Securities Act on or prior to July 15, 2004; and



•

use our reasonable best efforts to consummate the exchange offer within 45 business days (or longer, if required by the federal securities laws) following the effective date of the exchange offer registration statement.

        If you participate in the exchange offer, you will, with limited exceptions, receive exchange notes that are freely tradable and not subject to restrictions on transfer. See "—Resales of Exchange Notes" for more information relating to your ability to transfer exchange notes.

        If you are eligible to participate in the exchange offer and do not tender your initial notes, you will continue to hold the untendered initial notes, which will continue to be subject to restrictions on transfer under the Securities Act.

        If:

(1)

we and our subsidiary guarantors are not permitted to consummate this exchange offer because it is not permitted by applicable law or SEC policy;



(2)

any holder of transfer restricted securities notifies us prior to the 20th day following consummation of the exchange offer that:



(a)

it is prohibited by law or SEC policy from participating in the exchange offer; or



(b)

it may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and this prospectus is not appropriate or available for such resales; or



(c)

it is a broker-dealer and owns notes acquired directly from us or one of our affiliates,

then we and our subsidiary guarantors have agreed in connection with the registration rights agreement to use our reasonable best efforts to file with the SEC a shelf registration statement to cover resales of the notes by the holders of the notes who satisfy certain conditions relating to the provision of information in connection with the shelf registration statement on or prior to 60 days after such filing obligation arises and to cause the shelf registration statement to be declared effective by the SEC on or prior to 120 days after such obligation arises.

        For purposes of the preceding, "transfer restricted securities" means:

(1)

each note and the related guarantees, until the earliest to occur of:



(a)

the date on which such note is exchanged in the exchange offer for an exchange note which is entitled to be resold to the public by the holder thereof without complying with the prospectus delivery requirements of the Securities Act;

29

(b)

the date on which such note has been disposed of in accordance with a shelf registration statement; or



(c)

the date on which such note is distributed to the public pursuant to Rule 144 under the Securities Act; and



(2)

each exchange note and the related guarantees acquired by a broker-dealer in exchange for a note acquired for its own account as a result of market-making activities or other trading activities until the date on which such exchange note is disposed of by a broker-dealer pursuant to the "Plan of Distribution" contemplated by this prospectus (including the delivery of the prospectus).

        If:

(1)

we and our subsidiary guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing; or



(2)

any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness; or



(3)

we and our subsidiary guarantors fail to consummate the exchange offer within 45 business days of the date specified for such effectiveness with respect to the exchange offer registration statement; or



(4)

the shelf registration statement or the exchange offer registration statement is declared effective but thereafter ceases to be effective or fails to be usable during the periods specified in the registration right agreement,

then additional interest will be payable on the applicable initial notes.

        Additional interest will accrue in an amount equal to $.05 per week per $1,000 principal amount of notes for the first 90-day period immediately following the occurrence of the first default. The amount of the additional interest will increase by an additional $.05 per week per $1,000 principal amount of notes with respect to each subsequent 90-day period until all defaults have been cured, up to a maximum amount of additional interest for all defaults of $.50 per week per $1,000 principal amount of notes. Following the cure of all defaults, the accrual of additional interest will cease.

        Following the consummation of the exchange offer, holders of initial notes who were eligible to participate in the exchange offer but who did not tender their initial notes will not have any further registration rights, and the initial notes will continue to be subject to certain restrictions on transfer. Accordingly, the liquidity of the market for the initial notes could be adversely affected. See "Risk Factors—Risks Relating to the Exchange Offer and the Exchange Notes—You may have difficulty selling the initial notes that you do not exchange."

        The exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreement. The above summary of the registration rights agreement is not complete and is subject to, and qualified by reference to, all the provisions of the registration rights agreement. A copy of the registration rights agreement has been filed as an exhibit to the registration statement that includes this prospectus.

Terms of the Exchange Offer

        We are offering to exchange $250,000,000 in aggregate principal amount of our 6.875% Senior Subordinated Notes due 2013 that have been registered under the Securities Act for a like aggregate principal amount of our outstanding unregistered 6.875% Senior Subordinated Notes due 2013.

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        Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept all initial notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding initial notes we accept in the exchange offer. You may tender some or all of your initial notes under the exchange offer. However, the initial notes are issuable in authorized denominations of $1,000 and integral multiples thereof. Accordingly, initial notes may be tendered only in denominations of $1,000 and integral multiples thereof. The exchange offer is not conditioned upon any minimum amount of initial notes being tendered.

        The form and terms of the exchange notes will be identical in all material respects to the form and terms of the initial notes, except that:

•

the exchange notes will be registered with the SEC and, therefore, will not be subject to the restrictions on transfer or bear legends restricting their transfer; and



•

the exchange notes will not provide for registration rights or the payment of liquidated damages under circumstances relating to the timing of the exchange offer.

        The exchange notes will evidence the same debt as the initial notes and will be issued under, and be entitled to the benefits of, the indenture governing the initial notes.

        The exchange notes will accrue interest from the most recent date on which interest has been paid on the initial notes or, if no interest has been paid, from the date of issuance of the initial notes. Accordingly, registered holders of exchange notes on the record date for the first interest payment date following the completion of the exchange offer will receive interest accrued from the most recent date to which interest has been paid on the initial notes or, if no interest has been paid, from the date of issuance of the initial notes. However, if that record date occurs prior to completion of the exchange offer, then the interest payable on the first interest payment date following the completion of the exchange offer will be paid to the registered holders of the initial notes on that record date.

        In connection with the exchange offer, you do not have any appraisal or dissenters' rights under applicable law or the indenture. We intend to conduct the exchange offer in accordance with the registration rights agreement and the applicable requirements of the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act, and the rules and regulations of the SEC. The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of the initial notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of the jurisdiction.

        We will be deemed to have accepted validly tendered initial notes when we have given oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us.

        If we do not accept any tendered initial notes because of an invalid tender or for any other reason, then we will return certificates for any unaccepted initial notes without expense to the tendering holder as promptly after the expiration date.

        Holders who tender initial notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of initial notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See "—Fees and Expenses" for more detailed information regarding the expenses of the exchange offer.

        By executing or otherwise becoming bound by the letter of transmittal, you will be making the representations described under "—Procedures for Tendering Initial Notes" below.

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Expiration Date; Amendments

        The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2004, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" means the latest date and time to which we extend the exchange offer. In any event, the exchange offer will be open for at least 20 full business days.

        If we determine to extend the exchange offer, then we will notify the exchange agent of any extension by oral or written notice and give each registered holder notice of the extension by means of a press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During any extension, all initial notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any initial notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

        We reserve the right, in our sole discretion and at any time, to delay accepting any initial notes (except that, subsequent to the expiration date, we may not delay acceptance of the initial notes tendered for exchange other than in anticipation of receiving any necessary governmental approvals),to extend the exchange offer or to amend or terminate the exchange offer if any of the conditions described below under "—Conditions to the Exchange Offer" have not been satisfied or waived prior to the expiration date by giving oral or written notice to the exchange agent of the delay, extension, amendment or termination. Further, we reserve the right, in our sole discretion and at any time, to amend the terms of the exchange offer in any manner. We will notify you as promptly as practicable of any extension, amendment or termination. We will also file a post-effective amendment to the registration statement of which this prospectus is a part with respect to any fundamental change in the exchange offer.

Procedures for Tendering Initial Notes

        A holder who wishes to tender initial notes in the exchange offer must do either of the following:

•

properly complete, sign and date the letter of transmittal, including all other documents required by the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and deliver that letter of transmittal and other required documents to the exchange agent at the address listed below under "—Exchange Agent" on or before the expiration date; or



•

if the initial notes are tendered under the book-entry transfer procedures described below, transmit to the exchange agent an agent's message, which agent's message must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

        In addition, one of the following must occur:

•

the exchange agent must receive certificates representing your initial notes along with the letter of transmittal on or before the expiration date, or



•

the exchange agent must receive a timely confirmation of book-entry transfer of the initial notes into the exchange agent's account at DTC under the procedure for book-entry transfers described below along with the letter of transmittal or a properly transmitted agent's message, on or before the expiration date; or



•

the holder must comply with the guaranteed delivery procedures described below.

        The term "agent's message" means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent, and forming a part of the book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgement from the tendering participant

32

stating that the participant has received and agrees to be bound by the letter of transmittal, and that we may enforce the letter of transmittal against the participant.

        To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under "—Exchange Agent" on or before the expiration of the exchange offer. To receive confirmation of valid tender of initial notes, a holder should contact the exchange agent at the telephone number listed under "—Exchange Agent."

        Any tender of initial notes that is not withdrawn prior to the expiration date will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. Only a registered holder of initial notes may tender the initial notes in the exchange offer. If a holder completing a letter of transmittal tenders less than all of the initial notes held by that holder, then that tendering holder should fill in the applicable box of the letter of transmittal. The amount of initial notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

        The method of delivery of initial notes, the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Rather than mail these items, we recommend that you use an overnight or hand delivery service. If delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. Do not send letters of transmittal or initial notes to us.

        Generally, an eligible guarantor institution must guarantee signatures on a letter of transmittal or a notice of withdrawal unless the initial notes are tendered:

•

by a registered holder of the initial notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or



•

for the account of an eligible guarantor institution.

        If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a firm which is:

•

a member of a registered national securities exchange;



•

a member of the National Association of Securities Dealers, Inc.;



•

a commercial bank or trust company having an office or correspondent in the United States; or



•

another "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act.

        If the letter of transmittal is signed by a person other than the registered holder of any outstanding initial notes, the initial notes must be endorsed or accompanied by appropriate powers of attorney. The power of attorney must be signed by the registered holder exactly as the registered holder(s) name(s) appear(s) on the initial notes and an eligible guarantor institution must guarantee the signature on the power of attorney.

        If the letter of transmittal, or any initial notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

        If you wish to tender initial notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should promptly instruct the registered holder to tender on your behalf. If you wish to tender on your behalf, you must, before completing the procedures for tendering initial notes, either register ownership of the initial notes in your name or obtain a properly

33

completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

        We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, and acceptance of initial notes tendered for exchange. Our determination will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of initial notes not properly tendered or initial notes our acceptance of which might, in the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tender as to any particular initial notes. However, to the extent we waive any conditions of tender with respect to one tender of initial notes, we will waive that condition for all tenders as well. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of initial notes must be cured within the time period we determine. Neither we, the exchange agent nor any other person will incur any liability for failure to give you notification of defects or irregularities with respect to tenders of your initial notes.

        By tendering, you will represent to us that:

•

any exchange notes that the holder receives will be acquired in the ordinary course of its business;



•

the holder has no arrangement or understanding with any person or entity to participate in the distribution of the exchange notes in violation of the Securities Act;



•

if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the exchange notes;



•

if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for initial notes that were acquired as a result of market-making activities or other trading activities, that it will deliver a prospectus, as required by law, in connection with any resale of those exchange notes; and



•

the holder is not our "affiliate," as defined in Rule 405 of the Securities Act.

        Under existing interpretations of the staff of the SEC contained in several no-action letters to unrelated third parties, the exchange notes, including the related guarantees, would in general be freely transferable by their holders after the exchange offer without further registration under the Securities Act. However, any purchaser of initial notes who is our "affiliate," or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the exchange notes to be acquired in the exchange offer:

•

may not rely on the applicable interpretations of the staff of the SEC;



•

is not entitled and will not be permitted to tender initial notes in the exchange offer; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Each broker-dealer who acquired its initial notes as a result of market-making activities or other trading activities and thereafter receives exchange notes issued for its own account in the exchange offer, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes issued in the exchange offer. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution" for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

34

        Any broker-dealer that acquired initial notes directly from us may not rely on the applicable interpretations of the staff of the SEC, may not participate in the exchange offer, and must comply with the registration and prospectus delivery requirements of the Securities Act (including being named as a selling securityholder) in connection with any resales of the initial notes.

        The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to resales of the exchange notes with the prospectus contained in the registration statement. We have agreed in the registration rights agreement that we will make available a prospectus meeting the requirements of the Securities Act for use by participating broker-dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of exchange notes. We will make this prospectus available through the first anniversary of the consummation of the exchange offer or until all restricted securities covered by the exchange offer registration statement have been sold, whichever period is shorter, in order to permit resales of exchange notes acquired by broker-dealers in after-market transactions.

Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes

        Upon satisfaction of all conditions to the exchange offer, we will accept, promptly after the expiration date, all initial notes properly tendered and will issue the exchange notes promptly after acceptance of the initial notes.

        For purposes of the exchange offer, we will be deemed to have accepted properly tendered initial notes for exchange when we have given oral or written notice of that acceptance to the exchange agent. For each initial note accepted for exchange, you will receive a exchange note having a principal amount equal to that of the surrendered initial note.

        In all cases, we will issue exchange notes for initial notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•

certificates for your initial notes or a timely confirmation of book-entry transfer of your initial notes into the exchange agent's account at DTC; and



•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

        If we do not accept any tendered initial notes for any reason set forth in the terms of the exchange offer or if you submit initial notes for a greater principal amount than you desire to exchange, we will return the unaccepted or non-exchanged initial notes without expense to you. In the case of initial notes tendered by book-entry transfer into the exchange agent's account at DTC under the book-entry procedures described below, we will credit the non-exchanged initial notes to your account maintained with DTC.

Book-Entry Transfer

        We understand that the exchange agent will make a request within two business days after the date of this prospectus to establish accounts for the initial notes at DTC for the purpose of facilitating the exchange offer, and any financial institution that is a participant in DTC's system may make book-entry delivery of initial notes by causing DTC to transfer the initial notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. Although delivery of initial notes may be effected through book-entry transfer at DTC, the exchange agent must receive a properly completed and duly executed letter of transmittal with any required signature guarantees, or an agent's message in lieu of a letter of transmittal, and all other required documents at its address listed below under "—Exchange Agent" on or before the expiration date, or if you comply with the guaranteed delivery procedures described below, within the time period provided under those procedures. Delivery of documents to DTC does not constitute delivery to the exchange agent.

35

Guaranteed Delivery Procedures

        If you wish to tender your initial notes and your initial notes are not immediately available, or you cannot deliver your initial notes, the letter of transmittal or any other required documents or comply with DTC's procedures for transfer before the expiration date, then you may participate in the exchange offer if:

•

the tender is made through an eligible guarantor institution;



•

before the expiration date, the exchange agent receives from the eligible guarantor institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, containing:



(1)

the name and address of the holder and the principal amount of initial notes tendered;



(2)

a statement that the tender is being made thereby; and



(3)

a guarantee that within three New York Stock Exchange trading days after the expiration date, the certificates representing the initial notes in proper form for transfer or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and



•

the exchange agent receives the properly completed and executed letter of transmittal as well as certificates representing all tendered initial notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Withdrawal Rights

        You may withdraw your tender of initial notes at any time before the exchange offer expires.

        For a withdrawal to be effective, the exchange agent must receive a written or facsimile notice of withdrawal at its address listed below under "—Exchange Agent." A facsimile transmission notice of withdrawal that is received prior to receipt of a tender of initial notes sent by mail and postmarked prior to the date of the facsimile transmission of withdrawal will be treated as a withdrawn tender. The notice of withdrawal must:

•

specify the name of the person who tendered the initial notes to be withdrawn;



•

identify the initial notes to be withdrawn, including the principal amount, or, in the case of initial notes tendered by book-entry transfer, the name and number of the DTC account to be credited, and otherwise comply with the procedures of DTC;



•

be signed by the depositor in the same manner as the original signature on the letter of transmittal by which those initial notes were tendered, including any required signature guarantee, or be accompanied by documents of transfer sufficient to permit the trustee with respect to the initial notes to register the transfer of those initial notes into the name of the depositor withdrawing the tender; and



•

if certificates for initial notes have been transmitted, specify the name in which those initial notes are registered if different from that of the withdrawing holder.

        If you have delivered or otherwise identified to the exchange agent the certificates for initial notes, then, before the release of these certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with the signatures guaranteed by an eligible guarantor institution, unless the holder is an eligible guarantor institution.

36

        We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Our determination will be final and binding on all parties. Any initial notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer. We will return any initial notes that have been tendered but that are not exchanged for any reason to the holder, without cost, promptly after withdrawal, rejection of tender or termination of the exchange offer. In the case of initial notes tendered by book-entry transfer into the exchange agent's account at DTC, the initial notes will be credited to an account maintained with DTC for the initial notes. You may retender properly withdrawn initial notes by following one of the procedures described under "—Procedures for Tendering Initial Notes" at any time on or before the expiration date.

Conditions to the Exchange Offer

        Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or to exchange notes for, any initial notes if in our reasonable judgment:

•

the exchange notes to be received will not be tradable by the holder without restriction under the Securities Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;



•

the exchange offer, or the making of any exchange by a holder of initial notes, would violate any applicable law or applicable interpretation of the staff of the SEC; or



•

any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

        The conditions listed above are for our sole benefit and we may assert them prior to the expiration date regardless of the circumstances giving rise to any condition. Subject to applicable law, we may waive these conditions in our discretion in whole or in part prior to the expiration date. If we waive these conditions, then we intend to continue the exchange offer for at least five business days after the waiver. If we fail at any time to exercise any of the above rights, the failure will not be deemed a waiver of those rights, and those rights will be deemed ongoing rights which may be asserted at any time and from time to time.

        We will not accept for exchange any initial notes tendered, and will not issue exchange notes in exchange for any initial notes, if at that time a stop order is threatened or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture under the Trust Indenture Act of 1939.

Exchange Agent

        The Bank of New York is the exchange agent for the exchange offer. You should direct any questions and requests for assistance and requests for additional copies of this prospectus, the letter of transmittal or the notice of guaranteed delivery to the exchange agent addressed as follows:

By Hand, Overnight Mail, Courier, or Registered or Certified Mail:

The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street, 7E
New York, NY 10286
Attention: Ms. Giselle Guadalupe
Reference: NeighborCare, Inc.

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By Facsimile:

(212) 298-1915
Attention: Ms. Giselle Guadalupe
Reference: NeighborCare, Inc.

For Information or Confirmation by Telephone:

(212) 815-6331
Attention: Ms. Giselle Guadalupe
Reference: NeighborCare, Inc.

        Delivery of the letter of transmittal to an address other than as listed above or transmission via facsimile other than as listed above will not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

        We will pay the expenses of the exchange offer. We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We are making the principal solicitation by mail; however, our officers and employees may make additional solicitations by facsimile transmission, e-mail, telephone or in person. You will not be charged a service fee for the exchange of your initial notes, but we may require you to pay any transfer or similar government taxes in certain circumstances.

Transfer Taxes

        We will pay or cause to be paid any transfer taxes applicable to the exchange of initial notes pursuant to the exchange offer. If, however, payment is to be made to, or if exchange notes and/or substitute initial notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the initial notes, or if tendered initial notes are registered in the name of any person other than the registered holder, or if a transfer tax is imposed for any reason other than the transfer of initial notes to us pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by you.

Accounting Treatment

        We will record the exchange notes in our accounting records at the same carrying values as the initial notes, which is the aggregate principal amount of the initial notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.

Resales of Exchange Notes

        Based on interpretations of the staff of the SEC, as set forth in no-action letters issued to unrelated third parties, we believe that exchange notes issued pursuant to this exchange offer in exchange for initial notes may be offered for resale, resold and otherwise transferred by any initial note holder without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act if:

•

the holder is not our "affiliate" within the meaning of Rule 405 under the Securities Act;



•

the exchange notes are acquired in the ordinary course of the holder's business; and



•

the holder is not engaged in, nor intends to engage in, nor has any arrangement or understanding with any person or entity to participate in a distribution of the exchange notes.

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        Any holder who intends to participate in the exchange offer for the purpose of distributing the exchange notes may not rely on the applicable interpretations of the staff of the SEC, may not participate in the exchange offer, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resales if the exchange notes, unless such sale or transfer is made pursuant to an exemption from such requirements.

        This prospectus may be used for an offer to resell, resale or other transfer of exchange notes. With regard to broker-dealers, only broker-dealers that acquired the initial notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for initial notes, where the initial notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. By acknowledging that it will deliver a prospectus, the broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution" for more details regarding the transfer of exchange notes.

Consequences of Failure to Exchange Initial Notes

        Holders who desire to tender their initial notes in exchange for exchange notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent is under any duty to give notification of defects or irregularities with respect to the tenders of initial notes for exchange.

        Initial notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the initial notes and the existing restrictions on transfer set forth in the legend on the initial notes and in the offering memorandum, dated November 4, 2003, relating to the initial notes. Except in limited circumstances with respect to the specific types of holders of initial notes, we will have no further obligation to provide for the registration under the Securities Act of such initial notes. In general, initial notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not anticipate that we will take any action to register the untendered initial notes under the Securities Act or under any state securities laws. Upon completion of the exchange offer, holders of the initial notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances.

        Initial notes that are not exchanged in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits their holders have under the indenture relating to the initial notes and the exchange notes. Holders of the exchange notes and any initial notes that remain outstanding after consummation of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

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USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the registration rights agreement. Neither we nor any subsidiary guarantor will receive any cash proceeds from the issuance of the exchange notes.

CAPITALIZATION

        The following table sets forth our capitalization as of December 31, 2003. The table should be read in conjunction with "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Unaudited Condensed Consolidated Financial Statements" and the notes thereto included elsewhere in this prospectus.

			December 31, 2003
			Unaudited
			(in thousands)
Cash and cash equivalents			$	92,761
Long-term debt, including current portion:
	Revolving credit facility(1)			—
	Capital lease obligations			8,632
	6.875% Senior subordinated notes due 2013			250,000
		Total long-term debt, including current portion		258,632
Shareholders' equity				452,377
Total capitalization			$	803,770

(1)

On November 4, 2003, we entered into a $100 million revolving credit facility, none of which was drawn as of December 31, 2003, exclusive of $2.4 million required for outstanding letters of credit. The revolving credit facility matures in 2008 and bears interest at LIBOR plus 2% on borrowings and includes a commitment fee of 0.50% on any unused commitment.

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SELECTED FINANCIAL DATA

        The selected financial data presented below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes thereto included elsewhere in this prospectus. Our consolidated statement of operations data for the years ended September 30, 2003, 2002 and 2001 and our consolidated balance sheet data as of September 30, 2003 and 2002 have been derived from our audited consolidated financial statements included elsewhere in this prospectus, which have been audited by KPMG LLP, whose report is included elsewhere in this prospectus. Our statement of operations data for the three months ended December 31, 2003 and 2002 and our balance sheet data as of December 31, 2003 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our statement of operations data for the years ended September 30, 2000 and 1999 and our balance sheet data as of September 30, 2001, 2000 and 1999 have been derived from our unaudited consolidated financial statements, which are not presented in this prospectus.

        On December 1, 2003, we completed the spin-off of GHC. Under Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," referred to as "SFAS 144," discontinued businesses, including assets held for sale or distributed to shareholders, are removed from the results of continuing operations. The results of operations of GHC have been reclassified as discontinued operations in the audited and unaudited consolidated statements of operations for all periods presented. Businesses sold or closed prior to the adoption of SFAS 144 continue to be reported in the results of continuing operations.

        Upon emergence from Chapter 11 bankruptcy proceedings on October 2, 2001, our subsidiaries adopted the American Institute of Certified Public Accountants Statement of Position 90-7, "Financial Reporting By Entities in Reorganization Under the Bankruptcy Code," also referred to as "fresh-start reporting," effective September 30, 2001. In connection with the adoption of fresh-start reporting, a new entity was deemed created for financial reporting purposes, the provisions of the 2001 joint plan of reorganization were implemented, assets and liabilities were adjusted to their estimated fair values and our accumulated owner's deficit was eliminated. Any financial information labeled "predecessor company" refers to periods prior to the adoption of fresh-start reporting, while those labeled "successor company" refers to periods following September 30, 2001. Predecessor company and successor company financial information is generally not comparable and is therefore separated by a vertical line. The lack of comparability within the statement of operations data is most apparent in our capital costs (interest, depreciation and amortization), as well as with income taxes and debt restructuring and reorganization costs. Predecessor company and successor company balance sheet data are not comparable due to the change in accounting basis of long-lived assets to estimated fair value and the discharge of liabilities subject to compromise.

        On October 1, 2002, we adopted Statement of Financial Accounting Standards No. 145, "Recission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections as of April 2002," referred to as "SFAS 145." The most significant impact of the adoption of SFAS 145 is that effective October 1, 2002, any gains or losses on the extinguishment of debt that were classified as extraordinary items in prior periods that do not meet the new criteria for classification as extraordinary items have been reclassified. This reclassification includes the $1.4 billion gain recognized in fiscal 2001 in connection with the discharge of liabilities subject to compromise upon our subsidiaries' emergence from Chapter 11 proceedings which is now included in income (loss) from continuing operations.

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		Successor Company											Predecessor Company
		Three Months Ended December 31,						Years Ended September 30,					Years Ended September 30,
		2003			2002			2003		2002			2001			2000			1999
		(in thousands, except operating and per share data)
Statement of Operations Data (1):
	Net revenues	$	338,394		$	297,104		$	1,243,857	$	1,136,737	¦	$	1,047,883		$	1,001,222		$	921,642
	Gross profit		76,427			66,541			281,879		255,154	¦		230,002			231,780			238,178
	Income (loss) from continuing operations		(14,149	)		(1,114	)		3,956		6,259	¦		920,964			(147,614	)		(38,860	)
	Income (loss) from discontinued operations, net of taxes		8,435			13,734			28,732		66,507	¦		(628,867	)		(692,710	)		(231,713	)
	Net income (loss)		(5,714	)		12,620			32,688		72,766	¦		292,097			(840,324	)		(270,573	)
	Preferred stock dividends		—			683			2,701		2,599	¦		45,623			42,596			19,477
	Net income (loss) available to common shareholders		(5,714	)		11,937			29,987		70,167	¦		246,474			(882,920	)		(290,050	)
Ratio of Earnings to Fixed Charges(2)			—			—			1.11x		—	¦		21.36x			—			—
Diluted EPS Data:
	Income (loss) from continuing operations	$	(0.35	)	$	(0.04	)	$	0.03	$	0.09	¦	$	18.00		$	(4.04	)	$	(1.64	)
	Income (loss) from discontinued operations, net		0.21			0.33			0.71		1.61	¦		(12.93	)		(14.71	)		(6.53	)
	Net income (loss) available to common shareholders		(0.14	)		0.29			0.74		1.68	¦		5.07			(18.75	)		(8.17	)
	Weighted average shares outstanding—income (loss) from continuing operations and discontinued operations		40,397			41,458			40,757		41,260	¦		48,641			47,077			35,485
	Weighted average shares outstanding—income (loss) available to common shareholders		40,397			41,458			40,757		43,351	¦		48,641			47,077			35,485
Other Data:
	Gross Profit	$	76,427		$	66,541		$	281,879	$	255,154	¦	$	230,002		$	231,780		$	238,178
	Gross Profit %		22.6%			22.4%			22.7%		22.4%	¦		21.9%			23.1%			25.8%
	EBITDA(3)	$	(15,034	)	$	16,854		$	52,186	$	43,847	¦	$	1,005,096		$	—		$	—
	EBITDA %		(4.4	)%		5.7%			4.2%		3.9%	¦		95.9%			—			—

	Successor Company									Predecessor Company
	December 31,		September 30,							September 30,
	2003 (4)		2003		2002		2001			2000			1999
	(dollars in thousands)
Balance Sheet Data (end of period):
Working capital	$	298,472	$	446,657	$	449,006	$	282,016	¦	$	304,241		$	235,704
Total assets		847,621		1,938,729		2,010,477		1,839,220	¦		3,081,998			2,429,914
Liabilities subject to compromise		—		—		—		—	¦		2,446,673			—
Long-term debt, including current portion		258,632		611,619		689,683		644,509	¦		143,441			1,521,636
Redeemable preferred stock		—		46,831		44,765		42,600	¦		442,820			—
Shareholders' equity (deficit)		452,377		916,163		914,123		834,858	¦		(246,391	)		587,890

(1)

For a discussion of operating results from fiscal 2001 through the three months ended December 31, 2003 and a description of significant events, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations."

(2)

The ratio of earnings to fixed charges is computed by dividing fixed charges into income (loss) from continuing operations before income taxes plus fixed charges. Fixed charges include interest (expensed or capitalized), amortization of debt issuance costs and the estimated interest component of rent expense. For the three months ended December 31, 2003 and 2002 and the fiscal years ended September 30, 2002, 2000 and 1999, our earnings were insufficient to cover fixed charges by $28.1 million, $1.2 million, $6.6 million, $175.2 million and $62.1 million, respectively.

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(3)

The following tables reconcile EBITDA to our net income (loss) available to common shareholders and our consolidating operating income by segments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Reasons for Non-GAAP Financial Disclosure."

		Three Months Ended
		December 31, 2003			December 31, 2002
Net income (loss) available to common shareholders		$	(5,714	)	$	11,937
Subtract:
	Income (loss) from discontinued operations, net of taxes		(8,435	)		(13,734	)
Add back:
	Preferred dividends		—			683
	Minority interest and equity in income of unconsolidated affiliates		1,091			1,039
	Income tax provision (benefit)		(13,874	)		5,483
	Interest expense, net		5,654			3,674
	Depreciation and amortization		6,244			7,772
EBITDA		$	(15,034	)	$	16,854

		Three Months Ended December 31, 2003
		Institutional Pharmacy		Corporate & Other			Consolidated
Operating income (loss)		$	26,573	$	(47,851	)	$	(21,278	)
Add back:
	Depreciation and amortization		3,068		3,176			6,244
EBITDA		$	29,641	$	(44,675	)	$	(15,034	)

		Three Months Ended December 31, 2002
		Institutional Pharmacy		Corporate & Other			Consolidated
Operating income (loss)		$	17,683	$	(8,601	)	$	9,082
Add back:
	Depreciation and amortization		3,014		4,758			7,772
EBITDA		$	20,697	$	(3,843	)	$	16,854

		Successor Company							Predecessor Company
		Years Ended September 30,
		2003			2002				2001
Net income available to common shareholders		$	29,987		$	70,167		¦	$	246,474
Subtract:
	Income (loss) from discontinued operations, net of taxes		28,732			66,507		¦		(628,867	)
Add back:
	Preferred dividends		2,701			2,599		¦		45,623
	Minority interest and equity in income of unconsolidated affiliates		4,289			3,061		¦		1,802
	Income tax provision (benefit)		(2,048	)		(12,699	)	¦		—
	Interest expense, net		14,358			17,186		¦		45,188
	Depreciation and amortization		31,631			30,040		¦		37,142
EBITDA		$	52,186		$	43,847		¦	$	1,005,096

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		Successor Company Year Ended September 30, 2003
		Institutional Pharmacy		Corporate & Other			Consolidated
Operating income (loss)		$	92,325	$	(71,770	)	$	20,555
Add back:
	Depreciation and amortization		12,386		19,245			31,631
EBITDA		$	104,711	$	(52,525	)	$	52,186

		Successor Company Year Ended September 30, 2002
		Institutional Pharmacy		Corporate & Other			Consolidated
Operating income (loss)		$	67,851	$	(54,044	)	$	13,807
Add back:
	Depreciation and amortization		11,315		18,725			30,040
EBITDA		$	79,166	$	(35,319	)	$	43,847

		Predecessor Company Year Ended September 30, 2001
		Institutional Pharmacy			Corporate & Other		Consolidated
Operating income (loss)		$	(30,954	)	$	998,908	$	967,954
Add back:
	Depreciation and amortization expense		13,062			24,080		37,142
EBITDA		$	(17,892	)	$	1,022,988	$	1,005,096

(4)

Balance sheet data as of December 31, 2003 reflects the distribution and spin-off of GHC. Balance sheet data prior to the spin-off has not been adjusted to give effect to the spin-off of GHC.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

        NeighborCare, Inc. (formerly named Genesis Health Ventures, Inc.) was incorporated in May 1985 as a Pennsylvania corporation. As used herein, unless the context otherwise requires, "NeighborCare," the "Company," "we," "our" or "us" refers to NeighborCare, Inc. and its subsidiaries and "GHC" refers to Genesis HealthCare Corporation together with its subsidiaries.

        We are the third largest provider of institutional pharmacy services in the United States. As of December 31, 2003, we provided pharmacy services for approximately 250,000 beds in long-term care facilities in 32 states and the District of Columbia. Our pharmacy operations consist of 64 institutional pharmacies (five are jointly-owned), 33 community-based professional retail pharmacies (two are jointly-owned) and 20 on-site pharmacies which are located in customers' facilities and serve only customers of that facility. In addition, we operate 16 home infusion, respiratory and medical equipment distribution centers (four are jointly-owned). Jointly-owned facilities and the operations conducted therein are part of joint ventures which are owned by NeighborCare and at least one other unaffiliated party.

        Our institutional pharmacy business provides prescription and non-prescription pharmaceuticals, infusion therapy and medical supplies and equipment to the elderly, chronically ill and disabled in long-term care facilities, including skilled nursing facilities, assisted living facilities, residential and independent living communities and other institutional healthcare facilities. The pharmacy services provided in these settings are tailored to meet the needs of the institutional customer. These services include highly specialized packaging and dispensing systems, computerized medical records processing and 24-hour emergency services. We also provide pharmacy consulting services to assure proper and effective drug therapy, including monitoring and reporting on prescription drug therapy and assisting the facility in compliance with applicable federal and state regulations.

        Our community-based professional pharmacies are retail operations branded under the NeighborCare® name that are located in or near medical centers, hospitals and physician office complexes which provide prescription and non-prescription medications and certain medical supplies, as well as personal service and consultation by licensed pharmacists.

        Our home infusion, respiratory and medical equipment distribution centers provide a wide array of products and services to support the home care needs of a range of individuals of all ages. We work with physicians, hospital discharge planners, case managers and managed care organizations who refer these individuals to us. Services include respiratory and medical equipment (such as oxygen, hospital beds, wheelchairs and respiratory medications), as well as home infusion (such as antibiotics, TPN, chemotherapy and pain management).

        We also own and operate Tidewater Healthcare Shared Services Group, Inc., or "Tidewater," one of the largest long-term care group purchasing companies in the country. Tidewater provides purchasing and shared service programs specially designed to meet the needs of eldercare centers and other long-term care facilities.

        On December 1, 2003, we completed the distribution, or the "spin-off," of the common stock of GHC, previously reported as our inpatient services division. On December 2, 2003, we changed our name to NeighborCare, Inc. The spin-off was effected by way of a pro rata tax-free distribution of the common stock of GHC to holders of our common stock on December 1, 2003 at a rate of 0.5 shares of GHC stock for each share of our common stock owned as of October 15, 2003. On November 4, 2003, in anticipation of the spin-off, we refinanced all of our remaining long-term debt through the issuance of $250 million aggregate principal amount of our 6.875% senior subordinated notes due 2013 and

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through proceeds received from GHC in accordance with its issuance in October 2003 of $225 million aggregate principal amount of 8% senior subordinated notes due 2013.

Certain Transactions and Events

Spin-off and Discontinued Operations of GHC

        On December 1, 2003, we completed the plan of disposition of GHC through a distribution of GHC common stock to our shareholders of record as of October 15, 2003 in the form of a tax-free spin-off as previously described.

        The spin-off was motivated by two business purposes: (1) to allow each business to pursue strategies and focus on objectives appropriate to that business, and to assume only those risks inherent in the respective businesses; and (2) to resolve problems that our pharmacy services segment had with existing or potential customers who object to our association with the inpatient services segment that competes with those customers. The inpatient services segment and pharmacy services segment are distinct businesses with significant differences in their markets, products, investment needs and plans for growth. Our board of directors believes that the separation into two independent public companies will enhance the ability of each to focus on strategic initiatives and new business opportunities, and to improve cost structures and operating efficiencies. The operations of our former inpatient services segment, rehabilitation therapy business, management services and certain other ancillary service businesses are operating under the name Genesis Healthcare Corporation.

        The following tables set forth the components of net income (loss) from discontinued operations for the three months ended December 31, 2003 compared to the same period last year (in thousands) and for the years ended September 30, 2003, 2002, and 2001 (in thousands):

	Successor Company											Predecessor Company
	Three Months ended December 31,					Years Ended September 30,						Year Ended September 30,
	2003		2002			2003			2002			2001
Net revenues of GHC	$	250,927	$	372,407		$	1,405,122		$	1,349,051	¦	$	1,279,250
Net operating income of GHC		16,450		23,325			66,680			128,512	¦		(621,858	)
Net operating loss of other units		—		(1,012	)		(1,111	)		4,211	¦		—
Income from discontinued operations before interest and taxes		16,450		22,313			65,569			132,723	¦		(621,858	)
Interest expense allocation		2,467		5,267			19,937			23,373	¦		7,009
Income tax expense		5,548		3,312			16,900			42,843	¦		—
Net income from discontinued operations	$	8,435	$	13,734		$	28,732		$	66,507	¦	$	(628,867	)

        In accordance with SFAS 144, only those overhead costs that are solely attributable to the discontinued business segment can be allocated to discontinued operations. As a result, prior periods include significant overhead charges that were incurred for the benefit of both our continuing operations and the spun-off operations of GHC that are now included in the continuing operations of our Company. Therefore, our operating results for the periods presented do not necessarily reflect the actual operating expenses of our continuing pharmacy operations.

Change in Strategic Direction and Objectives

        Since our inception, our principal business plan was to build networks of skilled nursing and assisted living centers in concentrated geographic markets and broaden our array of higher margin

46

specialty medical services; principally institutional pharmacy and rehabilitation services. By offering a broad array of services, we sought to create an integrated delivery system connecting our eldercare centers and ancillary service capabilities to hospitals, physicians, managed care plans and other providers in a seamless delivery network. Through acquisitions of both eldercare facilities and pharmacy operations in the 1990's, we fulfilled our stated business plan and operated under the mission to "redefine how eldercare is delivered."

        In 2000, we and certain of our direct and indirect subsidiaries filed for voluntary relief under Chapter 11 of the United States Code with the United States Bankruptcy Court for the District of Delaware. We emerged from bankruptcy in late 2001 and constituted a new board of directors who evaluated our current business portfolio and identified strategies to optimize the performance of our operations. The new board of directors initially decided to focus on expanding the growth and margins of our pharmacy services segment and to maintain the current market position of our inpatient services segment. This was primarily the result of our inpatient services segment suffering from significant cuts in funding sources, nursing labor cost increases in excess of inflation, intensified regulatory oversight and intervention and increases in the cost of medical malpractice insurance. The new board of directors also implemented a short-term strategy to reduce overhead costs to pursue operational efficiencies with the intent of absorbing the financial performance of the inpatient services business.

        After the short-term objectives of the board of directors were achieved, we continued to evaluate strategic alternatives to enhance shareholder value and improve market performance. Such evaluations led to exploration of separating our business into two distinct businesses. In late 2002, the board of directors retained independent consultants to evaluate the impact of potentially separating the pharmacy business and the eldercare business by way of a spin-off. By February 2003, the board of directors approved a plan to spin-off the inpatient services segment into a separate legal operating entity under the name Genesis HealthCare Corporation.

Strategic Planning, Severance and Other Operating Items

        We have incurred costs that are directly attributable to the transformation to a pharmacy-based business and certain of our short-term strategic objectives. These costs are expected to continue for the foreseeable future and are segregated in the unaudited condensed consolidated statements of operations as "Strategic planning, severance and other operating items." A summary of these costs as of December 31, 2003 follows (in thousands):

Three Months Ended December 31, 2003

			Three Months Ended December 31, 2003
	Accrued at September 30, 2003								Accrued at December 31, 2003
			Provision		Paid		Non-Cash
Employee contract termination, transaction completion bonuses, severance and related costs	$	1,000	$	9,760	$	1,000	$	833	$	8,927
Strategic planning and other items		2,160		30,904		12,955		6,112		13,997
Total	$	3,160	$	40,664	$	13,955	$	6,945	$	22,924

        Strategic planning, severance and other operating items for the three months ended December 31, 2003 relate primarily to legal, professional and other fees incurred to complete the spin-off transaction of $17.4 million; costs incurred pursuant to the termination provisions of employment contracts and transaction completion bonuses with NeighborCare and GHC executives of $8.8 million; and costs incurred to extinguish long-term debt and related obligations in connection with the spin-off of $14.5 million. Debt extinguishment costs represent the write-off of unamortized deferred financing costs

47

of $5.9 million, consent fees required to eliminate our commitments under GHC debt of $5.0 million and the settlement of interest rate swap arrangements related to debt extinguishment of $3.6 million. Amounts accrued as of December 31, 2003 are expected to be paid during the second and third quarters of fiscal 2004.

        Strategic planning, severance and other operating items for the three months ended December 31, 2002 are primarily attributable to us entering into a termination and settlement agreement with Omnicare, Inc. whereby we agreed to terminate a merger agreement we had entered into with NCS Healthcare, Inc., a provider of institutional pharmacy services. Pursuant to the termination and settlement agreement dated December 15, 2002, we agreed to terminate the merger agreement with NCS and Omnicare agreed to pay us a $22.0 million break-up fee. On December 16, 2002, we terminated the merger agreement and we and Omnicare each agreed to release the other from any claims arising from the merger agreement and not to commence any action against one another in connection therewith. We recognized the break-up fee net of $11.8 million of financing, legal and other costs directly attributable to the proposed merger with NCS. The net gain was offset by severance and related costs associated with the resignation of Richard R. Howard, our former vice chairman, of approximately $4.8 million. The remaining $1.5 million of strategic planning and other operating items for the period primarily relate to consulting and other professional fees.

Fiscal 2003 and 2002

        In fiscal 2003, we incurred strategic planning, severance and other operating items of approximately $27.2 million, which included: severance and related costs for a former vice chairman (Richard R. Howard) of $4.8 million; expense associated with the offer and exchange all outstanding stock options as of April 1, 2003 of $7.2 million; strategic consulting expense of $12.9 million; and certain executive compensation of $2.2 million. Executive compensation related to the recruitment of John J. Arlotta as the Company's new chief executive officer and incentive compensation paid to Robert H. Fish for services rendered during his term as the interim chief executive officer.

        On April 1, 2003, we extended an offer to our employees, including executive officers except for our chief executive officer, to tender all options to purchase shares of our common stock, par value $.02 per share, outstanding under our 2001 Stock Option Plan, for the following consideration: (a) for those holders of options who had received awards of more than 2,000 restricted shares of common stock under our 2001 Stock Incentive Plan, the acceleration of vesting of all such restricted shares plus a cash payment of $2.50 per share underlying the option for options that had an exercise price below $20.00 per share, and (b) with respect to those holders of options who had not received awards of more than 2,000 restricted shares, (i) for those options that had an exercise price of at least $20.00 per share, a cash payment of $2.00 per share underlying the option, and (ii) for those options that had an exercise price below $20.00 per share, a cash payment of $2.50 per share subject to the option. The offer expired on May 12, 2003. We accepted for exchange and cancellation options to purchase 1,724,000 shares of our common stock, which represented all of the eligible outstanding options properly tendered for exchange by eligible option holders, on May 13, 2003. All eligible options held by our employees were tendered in the offer, with the exception of options to purchase 35,000 shares. As a result of this offer and exchange, we expensed $7.2 million in fiscal 2003, of which $1.4 million was disbursed in cash, with the remainder distributed in common stock.

        Strategic consulting costs relate to consulting services for several of our new strategic objectives. Initially, these strategic consulting firms were engaged to assist our board of directors and management in the evaluation of our existing business model and the development of our strategic alternatives. Additional services were procured to assist in the evaluation of our pharmacy sales and marketing function, the bid selection process in connection with the potential sale or spin-off of the eldercare business and, more recently, the legal, accounting and other professional fees directly attributed to the spin-off transaction.

48

        In fiscal 2002, we incurred strategic planning, severance and other operating items of approximately $21.5 million, which included: severance and related costs for the termination of 100 individuals of $3.8 million; severance and related costs for a former chief executive officer and vice chairman of $12.6 million; and strategic consulting expense of $5.1 million.

Agreements with GHC

Tax Sharing Agreement

        For periods prior to the spin-off, GHC will be included in our U.S. federal consolidated income tax group, and GHC's tax liability thus will be included in our and our subsidiaries' consolidated federal income tax liability. GHC also will be included with us or certain of our subsidiaries in consolidated, combined or unitary income tax groups for state and local tax purposes for periods prior to the spin-off.

        The tax sharing agreement governs the respective rights, responsibilities, and the obligations of us and GHC after the spin-off with respect to tax liabilities and benefits, tax attributes, tax contests and other matters regarding income taxes, other taxes and related tax returns.

        In general, we will prepare and file the federal consolidated return, and any combined, consolidated or unitary tax returns that include both us or one of our subsidiaries and GHC or one of its subsidiaries and will be responsible for all income taxes and other taxes with respect to such returns. GHC will prepare and file any tax return required to be filed by GHC or any of its subsidiaries that does not include us or any entity that is our subsidiary after the spin-off and will be responsible for all income taxes or other taxes with respect to any such tax return. In general, we will be responsible for any increase (and will receive the benefit of any decrease) in the income tax of any entity that is or was reflected on a tax return filed by us and we will control all audits and administrative matters relating to such tax returns.

        GHC generally may not (i) take or fail to take any action that would cause any representations, information or covenants in the spin-off documents or documents relating to the private letter ruling request to be untrue, (ii) take or fail to take any action that would cause the spin-off to lose its tax-free status, (iii) sell, issue, redeem or otherwise acquire its equity securities for a period of two years following the spin-off, except in certain specified transactions, and (iv) sell or otherwise dispose of a substantial portion of its assets, liquidate, merge or consolidate with any other person for a period of two years following the spin-off. During that two-year period, GHC may take certain actions prohibited by the covenants if, for example, we obtain a supplemental private letter ruling or an unqualified opinion of counsel to the effect that these actions will not affect the tax-free nature of the spin-off, in each case satisfactory to us in our sole and absolute discretion. Notwithstanding the receipt of any such private letter ruling or opinion, GHC must indemnify us for any taxes and related losses resulting from (i) any act or failure to act described in the covenants above, (ii) any acquisition of GHC's equity securities or assets (or equity securities or assets of any member of GHC's group) and (iii) any breach by GHC or any member of GHC's group of certain representations in the spin-off documents or the documents relating to the private letter ruling.

        In addition, the tax sharing agreement provides for cooperation and information sharing with respect to taxes.

Transition Services Agreement

        The transition services agreement provides for the provision of certain transitional services by GHC to us. The services include the provision of information systems (e.g., access to computer systems that are owned by GHC), tax services, financial systems, bankruptcy claims processing and certain additional services identified by the parties. The transition services agreement provides for a term of

49

18 months. In addition, we may extend the transition services agreement for an additional six months with adequate notice. The pricing is based on actual costs incurred by GHC in rendering the services.

Master Agreement for Pharmacy, Pharmacy Consulting and Related Products and Services

        GHC and our subsidiary NeighborCare Pharmacy Services, Inc., or "NCPS," entered into a master agreement for pharmacy, pharmacy consulting and related products and services, referred to as the "pharmacy services agreement." The pharmacy services agreement has an initial term of ten years, plus a renewal term of five years if NCPS matches third-party bids for comparable services. The pharmacy services agreement provides the terms and conditions on which NCPS and its affiliates provide pharmacy, pharmacy consulting and medical supply products and services to all long-term care facilities owned or leased by GHC and its affiliates. These services include the provision of all of the needed prescription and non-prescription medications, pharmacy consulting services, Medicare Part B supplies and services, Medicare Part B claim filing services, enteral nutrition products, durable and disposable medical supplies and equipment, and related services as required by applicable law and as reasonably requested by each facility. The agreement imposes restrictions on GHC's ability to purchase pharmaceutical products and supplies from other suppliers.

        Each of GHC's eldercare facilities entered into an individual services agreement with NCPS that reflects the terms of the pharmacy services agreement. The individual services agreements govern the terms under which pharmacy, pharmacy consulting and medical supply products and services will be provided to each eldercare facility by NCPS.

        Pricing under the pharmacy services agreement is at pre-negotiated prices or formulas consistent with market pricing for the applicable services and are set forth in the individual service agreements. NCPS has the right to adjust prices, other than those that are determined by formula, not more than once per year to account for increases in its costs in providing the services (including inflation). GHC is eligible for a pricing reduction at specified percentages for certain specified products and services if and so long as the aggregate number of skilled nursing facility beds served by NCPS increases to specified targets over a baseline amount. In addition, GHC and NCPS will negotiate in good faith to enter into arrangements whereby GHC will contract directly with certain manufacturers of enteral nutrition products, durable medical equipment and other non-pharmaceutical products historically purchased from NCPS to receive "end user pricing," and NCPS will distribute enteral nutrition products and durable medical equipment to GHC's facilities for a fee priced at the fair market value of such distribution services. In addition, after five years, pricing may be reset depending upon NCPS's pricing to its other customers of similar size.

        GHC may terminate the pharmacy services agreement with respect to any facility in connection with a sale of the facility to a third party or the closing of the facility so long as GHC uses its best efforts to persuade the buyer or successor of the facility, if any, to assume the applicable service agreement. This right is limited to five facilities through the first year, 10 facilities through the second year, 20 facilities through the third year, and a maximum of 30 facilities over the 10-year term of the pharmacy services agreement.

        If the pharmacy services agreement or any individual service agreement is terminated by GHC, then NCPS will be entitled to recover a specified amount per facility based on the remaining number of months in the term. Each of GHC and NCPS will indemnify the other against all claims, losses and liabilities arising out of the acts or omissions of the other party in connection with the pharmacy services agreement.

        The pharmacy services agreement provides that GHC will not compete with NCPS or solicit NCPS's employees or customers until 2015 or, if later, two years following termination of the pharmacy services agreement.

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        Either party may assign the pharmacy services agreement, or any individual services agreement, upon receipt of written consent of the other (which consent may not be unreasonably withheld, conditioned or delayed), but NCPS may assign its interest without GHC's consent to an affiliate, joint venture or a provider whose service and/or quality levels are at least comparable to those currently provided by NCPS.

Tidewater Membership Agreement

        The Tidewater membership agreement, referred to as the "Tidewater agreement," provides group purchasing and shared service programs to skilled nursing facilities and assisted living facilities operated by GHC. Under the Tidewater agreement, GHC engaged Tidewater, our wholly-owned group purchasing subsidiary, as an independent group purchasing organization, and Tidewater will grant to GHC access to its vendor contracts. The initial term of the Tidewater agreement is ten years. GHC will not make any payments to us under the Tidewater agreement. Instead, Tidewater will receive administrative fees from various suppliers. Such fees are based on a percentage of the volume of purchases made by all of Tidewater's members, including GHC. GHC will remain directly responsible to vendors for purchases through the Tidewater agreement. The Tidewater agreement obligates GHC to purchase certain minimum amounts; however, GHC may be a member of other group purchasing organizations. GHC may earn financial incentives, such as fee sharing, for meeting certain purchasing volumes under the Tidewater agreement.

Employee Benefits Agreement

        We and GHC entered into an employee benefits agreement which provides for certain employee compensation, benefit and labor-related matters. In general, after the spin-off, we and GHC are responsible for all obligations and liabilities relating to our respective current and former employees and their dependents and beneficiaries.

        As of the date of the spin-off, and except with respect to health and welfare plans and flexible benefit plans as set forth below, GHC ceased its participation in any benefit plan or trust under any such plan sponsored or maintained by us and we ceased participation in any benefit plan or trust under any such plan sponsored or maintained by GHC. With respect to employees who are transferred to or from us or GHC, both parties have mutually recognized and credited service with the other employer.

        Except as otherwise provided herein, all liabilities relating to employee benefits incurred by or on behalf of either company's employees or their covered dependents on or before the date of the spin-off remain our liabilities. Liabilities and assets were transferred from our retirement plan to a comparable plan to be established by GHC. Similarly, liabilities and assets were transferred from our union retirement savings plan, the sponsorship of which was assumed by GHC. Liabilities under our deferred compensation plan (a non-qualified plan) and assets relating to such plan held in a rabbi trust were transferred to a comparable plan and trust established by GHC. In the event that we or GHC elect to contribute the full matching amount due to participants covered under each company's respective plan and entitled to a match at the end of the 2003 plan year, each company will reimburse the other for 50% of the amount contributed with respect to specified employees who are transferred between companies in connection with the spin-off. A similar arrangement applies with respect to bonus amounts due for the 2003 fiscal year. In general, all liabilities relating to workers' compensation claims incurred by or on behalf of either company's employees on or before December 1, 2003, the date of the spin-off, remained liabilities of GHC.

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        To avoid the administrative inconvenience and expense that would have resulted from our having to establish separate health and welfare plans and flexible benefit plans for the remainder of the calendar year, during the period beginning immediately following the spin-off and ending on December 31, 2003, current and former employees of GHC remained covered under our existing health and welfare plans and flexible benefit plans. GHC reimbursed us for all expenses we incurred as a result of this arrangement. As of January 1, 2004, current and former employees of ours and GHC are covered under their own health insurance plans.

Pharmacy Benefit Management (CareCard) Agreement

        GHC and our subsidiary, CareCard, Inc., entered into a pharmacy benefit management agreement, referred to as the "CareCard agreement." The CareCard agreement sets forth the agreements between GHC and CareCard relating to the provision of services to GHC by our "CareCard" business. The term of the CareCard agreement expires on December 31, 2004. Under the CareCard agreement, CareCard provides pharmacy benefit management services to GHC and access to retail and mail pharmacy services. GHC agreed to enroll all of its employees participating in a GHC self-insured health plan in the CareCard program. The CareCard agreement may be assigned by either party upon receipt of the written consent of the other (which consent may not be unreasonably withheld, conditioned or delayed), but CareCard may assign its interest without GHC's consent to a provider whose service and/or quality levels are at least comparable to those currently provided by CareCard.

Master Agreement for Specialty Beds and Oxygen Concentrators

        The master agreement for specialty beds and oxygen concentrators, referred to as the "durable medical equipment agreement," sets forth the agreements between GHC and NCPS relating to the provision of certain equipment and related services to GHC's skilled nursing and assisted living facilities. The durable medical equipment agreement provides for an initial five-year term with one-year automatic renewals (unless terminated upon 90 days' notice prior to the expiration of the then-current term). Under the durable medical equipment agreement, NCPS agreed to provide GHC's facilities with durable medical equipment (specialty beds and oxygen concentrators), equipment maintenance and warehousing of equipment at prices set forth in the durable medical equipment agreement. The durable medical equipment agreement provides that, except as otherwise required by law, NCPS will be the exclusive provider of specialty beds and oxygen concentrators to the contracting facilities. Either party may assign the agreement upon receipt of the written consent of the other (which consent may not be unreasonably withheld, conditioned or delayed), but NCPS may assign its interest without GHC's consent to a provider whose service and/or quality levels are at least comparable to those currently provided by NCPS.

        See note 5—"Significant Transactions and Events" of our Consolidated Financial Statements contained elsewhere in this prospectus.

Laws Affecting Revenues

        The Health Insurance for Aged and Disabled Act (Title XVIII of the Social Security Act), or "Medicare," is a federally funded and administered health insurance program for individuals aged 65 and over or for certain individuals who are disabled. The Medicare program consists of three parts: (i) Medicare Part A, which covers, among other things, inpatient hospital, skilled long-term care, home healthcare and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians' services, outpatient services and certain items and services provided by medical suppliers; and (iii) a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B, known as Medicare+Choice or Medicare Part C. Pursuant to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or the "Medicare Modernization Act," passed by Congress on November 25, 2003 and signed into law by the President on December 8, 2003, the

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Medicare+Choice program will be subsumed into a new Medicare supplemental product called Medicare Advantage by 2006. Under Medicare Part B, we are entitled to payment for products that replace a bodily function (i.e., ostomy supplies), home medical equipment and supplies and a limited number of specifically designated prescription drugs. The Medicare program is currently administered by fiscal intermediaries (for Medicare Part A and some Medicare Part B services) and carriers (for Medicare Part B) under the direction of the Centers for Medicare and Medicaid Services, or CMS, the Medicare and Medicaid oversight division of the United States Department of Health and Human Services, or "DHHS."

        Medicaid (Title XIX of the Social Security Act) is a federal-state matching fund program, whereby the federal government, under a needs-based formula, matches funds provided by the participating states for medical assistance to "medically indigent" persons. The programs are administered by the applicable state welfare or social service agencies under federal rules. Although Medicaid programs vary from state to state, traditionally they have provided for the payments, up to established limits, at rates determined in accordance with each state's regulations. The federal Medicaid statute specifies a variety of requirements that the state plan must meet, including requirements relating to eligibility, coverage of services, payment and administration. For patients eligible for Medicaid, we bill the individual state Medicaid program or, in certain circumstances, the state designated managed care or other similar organizations. The reimbursement rates for pharmacy services under Medicaid are determined on a state-by-state basis subject to review by the Centers for Medicare and Medicaid Services and applicable federal law. Federal regulations and the regulations of certain states establish "upper limits" for reimbursement for certain prescription drugs under Medicaid. In most states, pharmacy services are priced at the lower of "usual and customary" charges or cost (which generally is defined as a function of average wholesale price and may include a profit percentage) plus a dispensing fee. Most states establish a fixed dispensing fee that is adjusted to reflect associated costs on an annual or less frequent basis. The payment methodology for certain forms of prescription drugs and biologicals reimbursed under the Medicaid program may be subject to changes under the Medicare Modernization Act.

        Any future changes in Medicaid reimbursement programs or in regulations relating thereto, such as reductions in the allowable reimbursement levels or the timing of processing of payments, could adversely affect our business. The annual increase in the federal share could vary from state to state based on a variety of factors. Such provisions, if ultimately signed into law, could adversely affect our business. Additionally, any shift from Medicaid to state designated managed care could adversely affect our business due to historically lower reimbursement rates for managed care. Moreover, Medicare and Medicaid are subject to statutory and regulatory changes, retroactive rate adjustments, administrative rulings and government funding restrictions, all of which may materially affect the timing and/or levels of payments to us for our services.

        We are subject to periodic audits by the Medicare and Medicaid programs, which have various rights and remedies against us if they assert that we have overcharged the programs or failed to comply with program requirements. These rights and remedies may include requiring the repayment of any amounts alleged to be overpayments or in violation of program requirements, or making deductions from future amounts due to us. Such programs may also impose fines, criminal penalties or program exclusions. Other third-party payor sources also reserve rights to conduct audits and make monetary adjustments.

        Congress has enacted laws directly affecting our business and the skilled nursing facilities served by us. Three major laws during the past six years have significantly altered payment for nursing home and medical ancillary services. Healthcare related legislation has significantly impacted our business, and future legislation and regulations are likely to affect us.

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        The recently enacted Medicare Modernization Act may have a significant impact on our business or the business of our primary customers, nursing facilities. Specifically, the Medicare Modernization Act increases payments to nursing facilities to cover the high costs of care associated with treatment for AIDS patients, subject to applicable sunsets, while potentially reducing payments for certain outpatient pharmaceutical drugs and biologicals currently reimbursed under the "average wholesale price" methodology. The legislation shifts the payment methodology from average wholesale price to "average sales price." DHHS will have the authority to adjust payment rates where the average sales price does not reflect widely available market prices. In addition, the legislation will have a significant impact on reimbursement rates for durable medical equipment by freezing durable medical equipment rates from 2004 through 2006. DHHS will have the authority to adjust rates for the top five most widely used durable medical equipment codes to reflect reimbursement rates paid under the Federal Employee Health Benefit Plan. The Medicare Modernization Act also provides for increased federal resources being available for prescription drug benefits coverage in 2006. Finally, the Medicare Modernization Act authorizes an interim federally sponsored prescription drug discount plan to provide group discounts for Medicare beneficiaries between 2004 and 2006.

        Because of the recent enactment of the Medicare Modernization Act and its broad scope, we are not in a position to fully assess its impact on our business. The impact of the legislation depends upon a variety of factors, including patient mix. It is not clear at this time whether this new legislation will have an overall negative impact on institutional and long-term care pharmacy services. There are provisions which recognize the unique needs of the long-term care resident contained in the legislation. For example, the Secretary, CMS, is required to review the current standards of practice for pharmacy services provided to long-term care beneficiaries and to prepare a plan for review by the Congress designed to protect the safety and quality of care of nursing facility patients, including the appropriate reimbursement within 18 months of enactment. Nevertheless, this legislation may reduce revenue and impose additional costs to the industry. DHHS has not yet promulgated any final regulations under the Act, as the Act requires it to do. The impact of these regulations when promulgated, including those regulations relating to the prescription drug discount plan discussed above, is unclear. NeighborCare will continue to work closely with CMS directly, as well as through the Long Term Care Pharmacy Alliance, to offer its expertise in pharmaceutical care for the elderly.

        Prior to the Medicare Modernization Act, reimbursement for certain products covered under Medicare Part B was limited to 95% of the "average wholesale price." The move to a prospective payment system under the Balanced Budget Act of 1997 made pricing a more important consideration in the selection of pharmacy providers.

        The reimbursement rates for pharmacy services under Medicaid are determined on a state by state basis subject to review by CMS and applicable federal law. In most states, pharmacy services are priced at the lower of "usual and customary" charges or cost (which generally is defined as a function of average wholesale price and may include a profit percentage) plus a dispensing fee. Certain states have "lowest charge legislation" or "most favored nation provisions" which require our institutional pharmacy and medical supply operation to charge Medicaid no more than its lowest charge to other consumers in the state. Since 2000, federal Medicaid requirements establishing payment caps on certain drugs have been periodically revised. We have participated in the efforts to review and interact with CMS on the revisions. This proactive involvement has helped in modifying the rate structures and thereby minimizing the impact of the new rules on our operations.

        Revisions made by the Medicare Modernization Act are expected to provide significant relief to states as Medicare coverage becomes primary to Medicaid assistance for dually eligible individuals. While those provisions making Medicare primary to Medicaid do not become effective until January 1, 2006, the competitive design of the interim Drug Rx Discount Card program is expected to put pricing pressure on all pharmacy services, which may impact outlays for prescription drugs.

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        It is not possible to quantify fully the effect of legislative changes, the interpretation or administration of such legislation or any other governmental initiatives on our business and the business of our principal customers. Accordingly, there can be no assurance that the impact of any future healthcare legislation will not further adversely affect our business. There can be no assurance that payments under governmental and private third-party payor programs will be timely, will remain at levels comparable to present levels or will, in the future, be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to such programs. Our financial condition and results of operations may be affected by the reimbursement process, which in the healthcare industry is complex.

        We belong, with other leading multi-state institutional pharmacy companies, to the Alliance for Long Term Care Pharmacy, or "LTCPA," an industry trade group established to influence the outcomes of both federal and state-specific legislative and regulatory activities. In this collaboration, LTCPA provides leadership to responding to specific issues. Presently, LTCPA has engaged representation in 23 states and the District of Columbia. Such efforts are augmented by the government relations specialists of the various companies and by active grassroots efforts of pharmacy professionals. These proactive steps have been successful in a number of instances, but given the budgetary concerns of both federal and state governments, there can be no assurance that changes in payment formulas and delivery requirements will not have a negative impact going forward.

        While Congress has, through the Medicare Modernization Act, expanded Medicare coverage of certain costs of outpatient pharmaceutical services, the federal government and state governments continue to focus on efforts to curb spending on healthcare programs such as Medicare and Medicaid. We cannot at this time predict the extent to which these proposals will be adopted or, if adopted and implemented, what effect, if any, such proposals and existing new legislation will have on us. Efforts to impose reduced allowances, greater discounts and more stringent cost controls by government and other payors are expected to continue.

Results of Operations

Factors Affecting Comparability of Financial Information

        As a consequence of the implementation of fresh-start reporting effective September 30, 2001, the financial information presented in the consolidated statements of operations and the statements of cash flows for the fiscal years ended September 30, 2003 and 2002 are generally not comparable to the financial results for the corresponding period in fiscal 2001. To highlight the lack of comparability, a solid vertical line separates the pre-emergence financial information from the post-emergence financial information in the accompanying consolidated financial statements and the notes thereto. Any financial information herein labeled "Predecessor Company" refers to periods prior to the adoption of fresh-start reporting, while those labeled "Successor Company" refer to periods following adoption of fresh-start reporting. The lack of comparability in the accompanying consolidated financial statements is most apparent in our capital costs (interest, depreciation and amortization), as well as with debt restructuring and reorganization costs and net (gain) on debt discharge, and preferred dividends.

        Fiscal 2003, fiscal 2002 and fiscal 2001 financial information has been adjusted to exclude operations identified as discontinued, including assets held for sale, since our September 30, 2001 adoption of SFAS No. 144. Properties identified as discontinued prior to our September 30, 2001 adoption of SFAS No. 144 continue to be reflected in the results from continuing operations. See "—Certain Transactions and Events—Spin-off and Discontinued Operations of GHC."

        When comparing results for the three months ended December 31, 2003 to the results for the same period in the prior year, it is important to note that the prior year results include shared overhead costs. In accordance with SFAS 144, only those overhead costs that are solely attributable to the discontinued business segment can be allocated to discontinued operations. As a result, prior periods include significant overhead charges that, in compliance with GAAP, could not be allocated to

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discontinued operations. See "—Certain Transactions and Events—Spin-off and Discontinued Operations of GHC." Additionally, consolidated net revenues do not include the intersegment revenue between us and GHC prior, and up to, the spin-off.

Reasons for Non-GAAP Financial Disclosure

        The following discussion contains non-GAAP financial measures. For purposes of SEC Regulation G, a non-GAAP financial measure is a numerical measure of a registrant's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable financial measure calculated and presented in accordance with GAAP in the statement of operations, balance sheet or statement of cash flows (or equivalent statements) of the registrant; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable financial measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States of America. Pursuant to the requirements of Regulation G, we have provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

        EBITDA is a non-GAAP financial measure that is presented in the following discussion. Our management believes that the presentation of EBITDA provides useful information to investors regarding our results of operations because it is useful for trending, analyzing and benchmarking the performance and value of our business as well as for evaluating our capacity to incur and service debt, fund capital expenditures and expand our business. We use EBITDA primarily as a performance measure, and believe that the GAAP financial measure most directly comparable to EBITDA is net income. We also use EBITDA in our annual budgeting process. We believe EBITDA facilitates internal comparisons to historical operating performance of prior periods and external comparisons to competitors' historical operating performance.

        Although we use EBITDA as a financial measure to assess the performance of our business, as well as the employees responsible for operating our business, the use of EBITDA is limited because it does not consider certain material costs necessary to operate our business. These costs include the cost to service our debt, the non-cash depreciation and amortization associated with our long-lived assets, the cost of our federal and state tax obligations, our share of the earnings or losses of our unconsolidated affiliates and the operating results of our discontinued businesses. Because EBITDA does not consider these important elements of our cost structure, a user of our financial information who relies on EBITDA as the only measure of our performance or financial condition could draw an incomplete or misleading conclusion regarding our financial performance or condition. Consequently, a user of our financial information should consider net income an important measure of our financial performance because it provides the most complete measure of such performance. EBITDA should be considered in addition to, and not as a substitute for, or superior to, the comparable GAAP financial measure or an indicator of operating performance.

        We define EBITDA as earnings from continuing operations before preferred stock dividends, equity in net income (loss) of unconsolidated affiliates, minority interests, interest, taxes, depreciation and amortization. Other companies may define EBITDA differently, and as a result, our measure of EBITDA may not be directly comparable to EBITDA of other companies. EBITDA does not represent net income or cash flow from operations, as defined by GAAP.

        See "Selected Financial Data" for reconciliations of EBITDA to our net income (loss) available to common shareholders and our consolidating operating income by segments.

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Three Months Ended December 31, 2003 Compared to Three Months Ended December 31, 2002

Consolidated Overview

        Net loss available to common shareholders for the three months ended December 31, 2003 was $5.7 million compared to net income available to common shareholders of $11.9 million for the same period of the prior year. The decline in net income is primarily attributed to strategic planning, severance and other operating items of $40.7 million incurred principally as a result of the spin-off of GHC. In the same period of the prior year, a net gain of $3.9 million was recorded in strategic planning, severance and other operating items. The decline in net income available to common shareholders was partially offset by an income tax benefit of $13.9 million in the three months ended December 31, 2003 compared to an income tax provision recorded of $5.5 million in the same period of the prior year and an improvement in gross profit of $9.9 million in the three months ended December 31, 2003 when compared to the same period of the prior year.

        EBITDA loss for the three months ended December 31, 2003 was $15.0 million compared to EBITDA income of $16.9 million in the same period of the prior year. The decrease in EBITDA is primarily attributable to strategic planning, severance and other operating items of $40.7 million incurred principally as a result of the spin-off of the inpatient services division. In the same period of the prior year, a net gain of $3.9 million was recorded in strategic planning, severance and other operating items. This was partially offset by an improvement in gross profit of $9.9 million in the three months ended December 31, 2003 when compared to the same period of the prior year.

        For the three months ended December 31, 2003, revenues were $338.4 million, an increase of $41.3 million, or 13.9%, over the same period in the prior year. This growth was primarily attributed to growth in revenue of our institutional pharmacy segment of approximately $43.7 million, or 18.3% over the same period in the prior year due to favorable changes in bed mix, higher patient acuity and drug price inflation. Net revenues do not include intersegment revenues with GHC prior to the spin-off of $13.0 million and $20.1 million for the three months ended December 31, 2003 and 2002, respectively.

        Cost of revenues increased by approximately $31.4 million, or 13.6%, for the three months ended December 31, 2003 to $262.0 million from $230.6 million. Of this growth, $32.0 million was attributed to revenue volume growth. As a percentage of net revenues, cost of revenues was 77.4% for the three months ended December 31, 2003 compared to 77.6% for the same period in the prior year. This decrease in cost of revenues as a percentage of revenue is primarily attributed to reduced labor costs as a result of process improvement initiatives. The gross profits presented do not include the gross profit on intersegment revenues from GHC prior to the spin-off of $2.9 million and $4.1 million for the three months ended December 31, 2003 and 2002, respectively. The impact of these gross profits is included in discontinued operations.

        Selling, general and administrative expenses decreased $2.8 million, or 5.2%, for the three months ended December 31, 2003 to $50.8 million compared to $53.6 million in the same period of the prior year. Overhead for the three months ended December 31, 2002 includes shared overhead costs allocable to GHC using a methodology based on relative revenue or expense of the continuing and discontinued operations in the amount of approximately $7.7 million that, in accordance with SFAS 144, could not be allocated to discontinued operations. Depreciation and amortization expense for the three months ended December 31, 2003 was approximately $6.2 million compared with $7.8 million in the three months ended December 31, 2002. Approximately $1.0 million of this decrease is due to a reduction in amortization of intangible assets.

        For the three months ended December 31, 2003, we recognized $40.7 million in strategic planning, severance and other operating items. These costs include legal, professional and other fees incurred to complete the spin-off transaction of $17.4 million; costs incurred pursuant to the termination provisions of employment contracts and transaction completion bonuses with NeighborCare and GHC executives

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of $8.8 million; and costs incurred to extinguish long-term debt and related obligations in connection with the spin-off of $14.5 million. For more information, see "—Certain Transactions and Events—Strategic Planning, Severance and Other Operating Items."

        Interest expense increased by approximately $2.0 million for the three months ended December 31, 2003 to $5.7 million compared to $3.7 million in the same period of the prior year. Interest expense on shared corporate debt prior to the spin-off was allocated on the basis of the net assets of the continuing operations and the discontinued segment.

        Other expense was $1.1 million for the three months ended December 31, 2003 and $1.0 million for the same period in the prior year. Other expense primarily consists of minority interest and our proportionate share of the net earnings of businesses in which we have invested, which are recorded under the equity method of accounting. The operating results of joint ventures in which we have a controlling interest are included in our consolidated financial statements. Minority interest expense represents the non-controlling owners' share of the joint ventures' operating profit.

        Net income from the discontinued operations of GHC decreased $5.3 million, or 38.6% for the three months ended December 31, 2003 compared to the same period in prior year. The principal factor driving the decrease relates to the inclusion of only two months of GHC results prior to the spin-off in our consolidated results compared to three months in the prior year. This decrease is offset by the inclusion of net operating losses of other discontinued segments of $1.0 million included in the prior year income from discontinued operations.

        Preferred stock dividend requirements were relieved in the first quarter of fiscal 2004 due to the mandatory conversion of all outstanding and unconverted preferred shares as of December 16, 2003. The decrease of $0.7 million is solely due to the mandatory conversion of the preferred stock during the quarter.

Segment Results

        NeighborCare's operating segments include institutional pharmacy and corporate and other.

Institutional Pharmacy Segment

        The institutional pharmacy business provides prescription and non-prescription pharmaceuticals, infusion therapy and medical supplies and equipment to the elderly, chronically ill and disabled in long-term care facilities, including skilled nursing facilities, assisted living facilities, residential and independent living communities and other institutional healthcare facilities.

        Institutional pharmacy revenue increased $43.7 million, or 18.3%, to $281.8 million for the three months ended December 31, 2003 compared to $238.1 million in the same period in the prior year. The increase is primarily attributed to an increase in the number of beds served as well as favorable changes in the bed mix, higher patient acuity and drug price inflation. These factors have resulted in higher revenue per bed when comparing the three months ended December 31, 2003 to the three months ended December 31, 2002. Average monthly revenue per bed per month during the quarter ended December 31, 2003 was $410 compared to $370 in the same period of the prior year.

        Operating income of the institutional pharmacy segment increased $8.9 million, or 50.3%, to $26.6 million in the three months ended December 31, 2003 from $17.7 million for the same period in the prior year. Operating margin increased to 9.4% from 7.4% for the same period. EBITDA of the institutional pharmacy segment increased $8.9 million, or 43.0%, to $29.6 million in the three months ended December 31, 2003 from $20.7 million for the same period in the prior year. EBITDA margin increased to 10.5% from 8.7% for the same period. The primary reason for the increase in operating margin and EBITDA margin is the increase in gross profit due to reduced direct labor costs as a result of process improvement initiatives. Bad debt expense, as a percent of revenue, also decreased in the

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three months ended December 31, 2003 compared to the same period in the prior year. This is a result of continuous focus on revenue qualification and collection efforts.

Corporate and Other

        Corporate and other consists of our community based professional pharmacy business, home infusion, respiratory and medical equipment business and our Tidewater group purchasing organization. The corporate and other category also consists of corporate and administrative expenses that are not allocated to the segments for internal reporting purposes. Revenues for this segment decreased $2.4 million to $56.6 million in the three months ended December 31, 2003 from $59.0 million in the same period of the prior year. Overhead for the first quarter of fiscal 2004 includes shared overhead costs that, in accordance with SFAS 144, could not be allocated to discontinued operations because only those costs that are solely attributable to the discontinued business can be allocated to discontinued operations.

Fiscal 2003 Compared to Fiscal 2002

Consolidated Overview

        For the fiscal year ended September 30, 2003, revenues were $1,243.9 million, an increase of $107.1 million, or 9.4%, over the prior fiscal year. Of this growth, institutional pharmacy revenue increased by $107.8 million and corporate and other revenues decreased $0.7 million. See "—Segment Results" below for a discussion of institutional pharmacy and corporate and other revenue fluctuations. The institutional pharmacy revenue increase of $107.8 million is principally attributable to favorable changes in bed mix, higher patient acuity mix, and drug price inflation. Net revenues do not include intersegment revenues with GHC of $78.0 million and $100.5 million for the years ended September 30, 2003 and 2002, respectively.

        Net income available to common shareholders for the fiscal year ended September 30, 2003 declined $40.2 million, or 57.3%, to $30.0 million compared to $70.2 million for the prior fiscal year. The decline in net income is principally attributed to a $3.6 million of growth in selling, general and administrative expenses, $5.7 million of additional strategic planning, severance and other operating items, $1.6 million in additional depreciation and amortization expense, $7.6 million of additional non-operating expenses including debt restructuring charges, net gains from settlements, interest and other expense, $10.6 million decrease in income tax benefit and a $37.8 million decrease in the income reported by our discontinued operations, partially offset by $26.7 million of favorable gross margin growth. The components of strategic planning, severance and other operating items, in addition to the debt restructuring and reorganization charges and net settlement gains, are discussed at "—Certain Transactions and Events." The remaining reasons for the above-mentioned fluctuations are addressed in the paragraphs that follow.

        The increase in gross margin from $255.2 in the fiscal year ended September 30, 2002 to $281.9 in the fiscal year ended September 30, 2003 is principally due to the increased revenues of our institutional pharmacy segment coupled with the realization of our institutional pharmacy margin initiatives. See "—Segment Results" below for a discussion of institutional pharmacy results of operations. The gross profits presented do not include the gross profit on intersegment revenues from GHC of $16.1 million and $22.2 million for the fiscal years ended September 30, 2003 and 2002, respectively. The impact of these gross profits is included in discontinued operations.

        Selling, general and administrative expenses increased $3.6 million, or 1.7%, during the fiscal year ended September 30, 2003 from $209.0 million in the prior year to $212.6 million in the fiscal year ended September 30, 2003. As a percentage of revenues, selling, general and administrative expense declined to 17.1% compared to 18.4% in the prior year. This decline is primarily the result of our initiatives to reduce costs through process re-engineering and best-practice implementation.

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        Depreciation and amortization expense increased $1.6 million, or 5.3%, to $31.6 million for the fiscal year ended September 30, 2003 compared to $30.0 million for the prior fiscal year. The increase is attributed to incremental depreciation expense on capital expenditures made since the prior year in excess of fixed asset retirements.

        Interest expense decreased $2.8 million, or 16.3%, from $17.2 million to $14.4 million for the fiscal year ended September 30, 2003 and September 30, 2002, respectively. Debt levels and the corresponding interest expense attributable to our continuing operations are lower than the same period in the prior year due to unscheduled debt repayments. This reduction is partially offset with the incremental costs of our derivative financial instruments entered into in the fourth quarter of fiscal 2002, which fixed or capped our interest cost on $275 million of debt.

        Other expense is comprised of minority interest and equity in the net income of our unconsolidated affiliates. Other expense increased $1.2 million, or 38.7%, from $3.1 million in the prior fiscal year to $4.3 million in the fiscal year ended September 30, 2003. The principal factor driving this increase is the increased operating margins of our consolidated joint ventures.

        The increase in income tax expense for continuing operations is primarily related to the utilization of a net operating loss carry forward of $10.3 million in 2002 as compared to $4.4 million of 2003 and the remaining increase is due to non-deductible expenses incurred in preparation for the spin-off of GHC.

        Income from discontinued operations, net of taxes, was $28.7 million in the fiscal year ended September 30, 2003 and $66.5 million in the prior fiscal year. The change is due in part to an $8.9 million (after-tax) write-down of eldercare assets in the current fiscal year compared to $6.7 million (after-tax) recorded in the prior fiscal year, combined with the relative results of operations of those eldercare businesses identified as discontinued operations. The deterioration in the operating results of our discontinued businesses is primarily attributed to the impact of the Skilled Nursing Facility Medicare Cliff on such operations and adverse self-insured liability claims development associated with our discontinued eldercare businesses. See "—Certain Transactions and Events—Spin-off and Discontinued Operations of GHC."

        Preferred stock dividends were relatively unchanged at $2.7 million for the fiscal year ended September 30, 2003 versus $2.6 million for the prior fiscal year. Preferred stock dividends are accrued in the form of additional shares of preferred stock (paid-in-kind).

Segment Results

        For fiscal 2003 and 2002, our operating segments included institutional pharmacy and corporate and other.

Institutional Pharmacy

        Institutional pharmacy revenues increased $107.8 million, or 11.7% to $1,030.4 million in the fiscal year ended September 30, 2003 from $922.6 million in the prior fiscal year. The increase in pharmacy service revenues is net of approximately $20.0 million of reduced revenue related to price concessions made in the extension of our contracts with HCR Manor Care, Inc., and the State of New Jersey. The increase in institutional pharmacy revenue is attributable to favorable changes in bed mix, higher patient acuity mix and drug price inflation.

        EBITDA of the institutional pharmacy segment increased $25.5 million, or 32.3%, to $104.7 million for the fiscal year ended September 30, 2003 from $79.2 million for the prior fiscal year. EBITDA margin improved to 10.2% in the fiscal year ended September 30, 2003 from 8.6% for the same period in the prior year. EBITDA growth is attributed to the net growth in revenues previously described and improved cost controls. Cost of revenues increased $80.9 million, or 11.0%, for the fiscal

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year ended September 30, 2003 to $817.8 million from $736.9 million for the same period in the prior year. Of this growth, $86.1 million is attributed to institutional pharmacy revenue growth and $5.2 million is due to margin compression related changes in payor mix and reductions in reimbursement rates. As a percentage of revenue, cost of revenues was 79.4% for the fiscal year ended September 30, 2003 and 79.9% for the same period in the prior year. Selling, general and administrative costs increased $1.4 million, or 1.3%, from $106.5 million in the prior fiscal year to $107.9 million in the fiscal year ended September 30, 2003. As a percentage of revenue, selling, general and administrative expenses declined 1.0% from 11.5% of revenue in the prior fiscal year to 10.5% in the fiscal year ended September 30, 2003. This decrease in selling, general and administrative expenses as a percent of revenue is the result of cost control initiatives.

Corporate and Other

        Corporate and other revenues remained relatively unchanged from $214.1 million in the fiscal year ended September 30, 2002 to $213.4 million in the fiscal year ended September 30, 2003. Gross margins for this segment also remained relatively constant at $69.2 million from $69.5 million in the fiscal years ended September 30, 2003 and September 30, 2002, respectively.

        EBITDA of the corporate and other segment decreased $17.2 million, or 48.7%, to a $52.5 million loss in the fiscal year ended September 30, 2003 from a $35.3 million loss in the prior year. The primary reasons for the decline in EBITDA margin are decreases in net gains resulting from settlements and debt discharges of $11.7 million offset by increased gross margins of $17.4 million and increases in strategic planning, severance and other operating items of $5.7 million.

Fiscal 2002 Compared to Fiscal 2001

Consolidated Overview

        For fiscal 2002 revenues grew $88.9 million, or 8.5%, to $1,136.7 million compared to $1,047.9 million for the same period in the prior year. Of this growth, institutional pharmacy revenue increased by $47.4 million and corporate and other revenue increased by $41.5 million. See "—Segment Results" discussed further in this section for a discussion of revenue fluctuations. Net revenues do not include intercompany revenues with GHC of $100.5 million and $98.1 million for the years ended September 30, 2002 and 2001, respectively. The gross profits presented do not include gross profit on intersegment revenues from GHC of $22.2 million and $21.6 million for the fiscal years ended September 30, 2002 and 2001, respectively. The impact of these gross profits is included in discontinued operations.

        Net income available to common shareholders in fiscal 2002 declined $176.3 million, or 71.5%, to $70.2 million compared to $246.5 million for the prior fiscal year. The decline in net income is principally attributed to an increase in debt restructuring charges of $1,031.0 million offset by $44.3 million decrease in selling, general and administrative expenses, a $7.1 million decrease in depreciation and amortization, a $28.0 million decrease in interest expense, a $12.7 million reduction of income tax provision, an increase in income generated from our discontinued operations of $695.4 million, decreased preferred dividend requirements of $43.0 million and gross profit increases of $25.2 million. The impact of the $21.5 million of strategic planning and severance in the fiscal year ended September 30, 2002 was offset by the net gain recognized as a result of break-up fees and settlements of $21.7 million in the fiscal year ended September 30, 2002. The components of the debt restructuring charges, including net gains and strategic planning and severance charges, mentioned above are discussed at "—Certain Transactions and Events." The remaining reasons for the fluctuations above are addressed in the paragraphs that follow.

        Selling, general and administrative expenses decreased $44.3 million, or 17.5%, to $209.0 million compared to $253.3 million in the prior fiscal year. This decline is attributed to the recognition in fiscal 2001 of costs in connection with certain uncollectible receivables, insurance-related costs and other charges principally related to contract and litigation matters and settlements.

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        Depreciation and amortization expense decreased $7.1 million to $30.0 million in fiscal 2002 compared to $37.1 million for the comparable period in the prior year. The decrease was primarily caused by the impact of fresh-start reporting on the carrying value of our property, plant and equipment, which were adjusted to their estimated fair values as of September 30, 2001, and our September 30, 2001 adoption of an accounting pronouncement which no longer requires the amortization of goodwill.

        Interest expense decreased $28.0 million in fiscal 2002 to $17.2 million, compared to $45.2 million for the comparable period in the prior year. In fiscal 2001, in accordance with SOP 90-7, we ceased accruing interest following the petition date, June 22, 2000, on certain long-term debt instruments classified as liabilities subject to compromise. This decrease is attributed to the overall reduction of debt levels following our emergence from bankruptcy in addition to a lower weighted average borrowing rate.

        Preferred stock dividends decreased $43.0 million to $2.6 million in fiscal 2002 compared to $45.6 million for the comparable period in the prior year. This decrease is attributed to the cancellation of our predecessor company preferred stock and related dividends, and offset with dividends on $42.6 million of the preferred stock issued in connection with our joint plan of reorganization.

        Income from discontinued operations increased $695.4 million in fiscal 2002, to $66.5 million from a loss of $628.9 million for the comparable period in the prior year. The decrease in losses from discontinued operations in fiscal 2002 compared to the comparable period in the prior year is principally due to the level of fixed asset write-downs to fair value in the 2001 period by the discontinued businesses in connection with their adoption of fresh start reporting. See "—Certain Transactions and Events—Spin-off and Discontinued Operations of GHC."

Segment Results

Institutional Pharmacy

        Institutional pharmacy revenue increased $47.4 million, or 5.4%, to $922.6 million in fiscal 2002 compared to $875.2 million for the comparable period in the prior year. Gross margins of the institutional pharmacy segment increased $9.2 million, or 5.2%, principally due to favorable changes in bed mix, higher patient acuity, and drug price inflation.

        EBITDA of the institutional pharmacy segment increased $97.1 million to $79.2 million in fiscal 2002 from a loss of $17.9 million for the comparable period in the prior year. EBITDA growth is attributed to the net growth in revenues previously described and improved cost controls and also due to the fresh-start valuation adjustments recorded in the prior fiscal year. Cost of revenues increased $38.2 million, or 5.5%, in fiscal 2002, to $736.9 million from $698.7 million for the same period in the prior year. Of this growth, $37.8 million is attributed to pharmacy and medical supply revenue growth. Selling, general and administrative expenses for this segment increased $5.3 million, or 5.3%, to $106.5 million compared to $101.2 million in the prior fiscal year. As a percentage of revenue, selling, general and administration expenses remained unchanged at 11.5%. The remaining increase in EBITDA is principally attributable to fresh-start valuation adjustments that were not present in the fiscal year ended September 30, 2002.

Corporate and Other

        Revenues of the corporate and other segment increased $41.5 million, or 24.0%, in the fiscal year ended September 30, 2002 to $214.1 million from $172.7 million in the prior fiscal year. Gross margins of this segment increased $15.9 million, or 29.8%, to $69.5 million in the fiscal year ended September 30, 2002 from $53.5 million in the prior fiscal year. This growth can be primarily attributed to the growth of our community-based business and retail pharmacy operations.

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        EBITDA of the corporate and other segment decreased $1,058.3 million in the fiscal year ended September 30, 2002 to $35.3 million loss compared to $1,023.0 million income in the prior year. The majority of this decrease results from the net gain on debt discharge recorded in fiscal 2001 of approximately $1,121.6 million. Selling, general and administrative expenses in this segment declined by $50.0 million. This decrease is due to the recognition in fiscal 2001 of costs in connection with certain uncollectible receivables, insurance-related costs and other charges principally related to contract and litigation matters and settlements.

Liquidity and Capital Resources

Working Capital and Cash Flows

        At December 31, 2003 we had cash and equivalents of $92.8 million and net working capital of $298.5 million.

        On November 4, 2003, in anticipation of the spin-off, we issued $250 million aggregate principal amount of 6.875% senior subordinated notes due 2013. We also entered into a $100 million revolving credit facility, none of which was drawn at December 31, 2003, exclusive of $2.4 million required for outstanding letters of credit. The revolving credit facility matures in 2008 and bears interest at LIBOR plus 2% on borrowings and includes a commitment fee of 0.50% on any unused commitment. See "—New Financing Arrangements" below.

        Our cash flow from operations generated cash of $26.9 million for the first quarter of fiscal 2004 and we used $43.1 million in our investing activities for the purchase of capital items.

        During the first quarter of 2004, we used $23.9 million in our financing activities. The net proceeds from the sale of our 6.875% senior subordinated notes, funds transferred from GHC and cash on hand were used to repay the following indebtedness:

•

approximately $247.1 million of indebtedness outstanding under the term loan portion of the senior credit facility that was to mature on October 2, 2006;



•

approximately $240.2 million of indebtedness outstanding under senior secured notes that were to mature on April 2, 2007; and



•

approximately $68.9 million of indebtedness outstanding under the delayed draw term loan portion of the senior credit facility that was to mature on April 2, 2007.

        As of December 31, 2003, we had a $18.0 million deposit with our primary pharmaceutical wholesaler. The deposit is fully refundable to us at our request. This, combined with our contractual ability to elect 15-day payment terms with our primary pharmaceutical wholesaler, provides us the ability to use these funds as an additional resource to meet our working capital requirements, debt service and other cash needs over the next year, if needed.

        We believe that the net cash provided by our operating activities will provide sufficient resources to meet our working capital requirements, debt service and other cash needs over the next year. We also believe that such funds, together with funds available through the revolving line of credit, will provide the necessary resources to expand and grow our business either through internal growth or acquisitions.

New Financing Arrangements

        The agreements and instruments governing our senior subordinated notes and our revolving credit facility contain various restrictive covenants that, among other things, require us to comply with or maintain certain financial tests and ratios and restrict our ability to:

•

incur more debt;

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•

pay dividends, redeem stock or make other distributions;



•

make certain investments;



•

create liens;



•

enter into transactions with affiliates;



•

make acquisitions;



•

merge or consolidate; and



•

transfer or sell assets.

        Our new financing arrangements require us to maintain compliance with certain financial and non-financial covenants, including minimum earnings before interest, taxes, depreciation and amortization; limitations on capital expenditures, maximum leverage ratios, minimum fixed charge coverage ratios and minimum net worth.

        Under the terms of our senior subordinated notes, the notes are not redeemable until on or after November 15, 2008. We may, however, use the net proceeds from one or more equity offerings to redeem up to 35% of the aggregate principal amount of the notes issued on or before November 15, 2006 at 106.875% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, subject to the terms of the notes.

Non-Derivative Off-Balance Sheet Arrangements

        We have future obligations for debt repayments and future minimum rentals under operating leases. The obligations as of December 31, 2003 are summarized as follows (dollars in thousands):

	Payments due by fiscal period
	2004		2005		2006		2007 and after		Total
Notes payable and capital leases	$	3,134	$	2,683	$	1,785	$	251,030	$	258,632
Operating leases		7,409		9,349		8,187		17,032		41,977
Letters of Credit		2,404		—		—		—		2,404
Guarantees		4,182		4,182		4,182		9,411		21,957
Total	$	17,129	$	16,214	$	14,154	$	277,473	$	324,970

        Our debt and certain of our lease obligations require us to maintain compliance with financial and non-financial covenants, including minimum earnings before interest, taxes, depreciation, amortization and rent, limitations on capital expenditures, maximum leverage ratios, minimum fixed charge coverage ratios and minimum net worth. Failure to meet these covenants or the occurrence of other defaults, such as non-payment, could result in the acceleration of the maturity of such obligations.

        In accordance with our credit agreement entered into on December 1, 2003, certain letters of credit reduce the available funds under our revolving credit facility. As discussed in Note 9 in the notes to the condensed consolidated financial statements, we have a guarantee obligation that collateralizes the payments of certain properties that are leased and subleased by GHC. As the surviving entity after the spin-off, we have assumed this guarantee as a result of the transaction and the respective guarantees have not been assigned in accordance with the separation and distribution agreement. GHC has agreed to indemnify us for the majority of the guarantees to the extent that we remain the guarantor for annual lease payments approximating $4.2 million.

        Effective December 16, 2003, we exercised our option for the mandatory conversion of the Series A preferred stock, at a per share conversion price of $12.60 (as adjusted from $20.33 in connection with the spin-off), into 3,464,255 shares of our common stock pursuant to the terms of our amended and restated articles of incorporation, as amended.

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Significant Accounting Policies

        Management's discussion and analysis of financial condition and results of operations are based upon our unaudited condensed consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. Such financial statement preparation requires management to make judgments and use estimates regarding significant accounting policies. We consider an accounting policy to be significant if it is important to our financial condition and results, and requires significant judgment and estimates on the part of management in its application. Our significant accounting estimates and the related assumptions are evaluated periodically as conditions warrant, and changes to such estimates are recorded as new information or changed conditions require revision. Application of the critical accounting policies requires management's significant judgments, often as the result of the need to make estimates of matters that are inherently uncertain. If actual results were to differ materially from the estimates made, the reported results could be materially affected.

Allowance for Doubtful Accounts

        We utilize the "Aging Method" to evaluate the adequacy of our allowance for doubtful accounts. This method is based upon applying estimated standard allowance requirement percentages to each accounts receivable aging category for each type of payor. We have developed estimated standard required allowance percentages by utilizing historical collection trends and our understanding of the nature and collectibility of receivables in the various aging categories and the various segments of our business. The standard allowance percentages are developed by payor type as the accounts receivable from each payor type have unique characteristics. The allowance for doubtful accounts is determined utilizing the Aging Method described above while also considering accounts specifically identified as uncollectible. Accounts receivable that we specifically estimate to be uncollectible, based upon the age of the receivables, the results of collection efforts or other circumstances, are reserved for in the allowance for doubtful accounts until they are written-off.

        We continue to refine our assumptions and methodologies underlying the Aging Method. However, because the assumptions underlying the Aging Method are based upon historical collection data, there is a risk that our current assumptions are not reflective of more recent collection patterns. Changes in market conditions and/or budgetary constraints of government funded programs such as Medicare and Medicaid can cause changes in overall collection patterns. Such changes can adversely impact the collectibility of receivables, but may not be addressed in a timely fashion when using the Aging Method, until updates to our periodic historical collection studies are completed and implemented.

        At least annually, we update our historical collection studies in order to evaluate the propriety of the assumptions underlying the Aging Method. Any changes to the underlying assumptions are implemented immediately. Changes to these assumptions can have a material impact on our bad debt expense, which is reported in the consolidated statements of operations as a component of selling, general and administrative expenses.

Inventory

        Inventories for all business units consist primarily of purchased pharmaceuticals and medical supplies and equipment and are stated at acquisition cost. Counts of inventories on hand are performed on a quarterly basis at all sites. Because we do not utilize a perpetual inventory system, cost of revenues is estimated during non-inventory months and is adjusted to actual by recording the results of the quarterly count of actual physical inventories. We utilize the following criteria in developing estimated cost of revenues during non-inventory months:

•

historical cost of revenues trends based on the two most recent physical inventory counts; and

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•

consideration and analysis of changes in customer base, product mix, state Medicaid and third-party insurance reimbursement levels, or other issues that may impact cost of revenues.

        There are no significant obsolescence reserves recorded since we have not historically experienced (nor do we expect to experience) significant levels of inventory obsolescence.

Manufacturer Rebates

        Certain of our manufacturers of pharmaceutical products offer rebates for meeting a targeted volume of purchases on a quarterly basis. These rebate agreements are contractually binding. We recognize these rebates as a reduction of inventory costs in the quarter in which they are earned when they are reasonably estimable and payment is probable.

Revenue Recognition/Contractual Allowance

        Revenue is recognized on a monthly basis for products or services provided to customers during that month. The revenue cycle ends on the last day of the month. We receive payments from state Medicaid programs, long-term care facilities, individual residents (private pay), private third-party insurers and Medicare programs. The state Medicaid programs are highly regulated. Our failure to comply with applicable reimbursement regulations could adversely affect our business. We report revenues at the net realizable amount expected to be received from third-party payors and monitor our receivables from state Medicaid programs and other third-party payor programs.

        An estimated contractual allowance is recorded against third-party sales and accounts receivable (Medicaid and insurance) to reduce the net revenues and accounts receivable reported in our financial statements to the amount expected to be received from the third-party payor. Contractual allowances are adjusted to actual as cash is received and applied and claims are reconciled. We utilize the following criteria in developing the estimated contractual allowance percentages each month:

•

historical contractual allowance trends on actual claims paid by third-party payors;



•

review of contractual allowance information reflecting current contract terms; and



•

consideration and analysis of changes in customer base, product mix, reimbursement levels or other issues that may impact contractual allowances.

Long-Lived Asset Impairments

        We account for long-lived assets, other than goodwill with an indefinite useful life, in accordance with the provisions of SFAS No. 144. SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to the future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized to the extent the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

        With regard to goodwill, we adopted SFAS No. 142, "Goodwill and Other Intangible Assets," or "SFAS 142," on September 30, 2001 in accordance with the early adoption provisions of SOP 90-7. SFAS 142 provides that goodwill no longer be amortized on a recurring basis but rather is subject to periodic impairment testing. Prior to adopting SFAS 142, we amortized goodwill over periods not exceeding 40 years. The impairment test requires us to compare the fair value of our businesses to their carrying value including assigned goodwill. SFAS 142 requires an impairment test annually. Our assessments to date have indicated that goodwill has not been impaired. Events may occur in the future that could result in an impairment of our goodwill, and any resulting impairment charge could be material to our financial position, results of operations or cash flows.

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        Our senior management has reviewed these critical accounting policies and estimates with our audit committee. During the current quarter, we did not make any material changes to our estimates or methods by which estimates are derived with regard to our critical accounting policies.

Seasonality

        Our earnings generally fluctuate from quarter to quarter. This seasonality is related to a combination of factors, which include the timing of Medicaid rate changes and payroll tax obligations, seasonal census cycles, weather conditions and the number of calendar days in a given quarter.

Impact of Inflation

        Our product costs are sensitive to the impact of inflation. We have implemented cost control measures to limit increases in operating costs and expenses but cannot predict our ability to control such operating cost increases in the future. See "Cautionary Statement Regarding Forward-Looking Statements."

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        We are exposed to the impact of interest rate changes. We employ established policies and procedures to manage our exposure to changes in interest rates. Our objective in managing exposure to interest rate changes is to limit the impact of such changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objective, we primarily use interest rate swap and cap agreements to manage net exposure to interest rate changes related to our portfolio of borrowings. We do not enter into such arrangements for trading purposes. There are no agreements outstanding as of December 31, 2003.

        In connection with the spin-off and the repayment of senior indebtedness, the Company terminated the two variable to fixed rate swaps presented below with an aggregate notional amount of $200 million. As a consequence the Company paid the contracting parties approximately $3.6 million which was accounted for as a spin-off related charge in the first fiscal quarter of 2004.

        The information below summarizes our market risks associated with debt obligations and other significant financial instruments as of September 30, 2003, prior to the changes in our capital structure in connection with the spin-off. Fair values were based upon confirmations from third party financial institutions. For debt obligations, the table presents principal cash flows and related interest rates by expected fiscal year of maturity. For interest rate swaps and caps, the table presents the notional amounts and related weighted-average interest rates by fiscal year of maturity. The variable rates presented are the average forward rates for the term of each contract.

	Expected Maturity Date
															Fair Value
($ in thousands)	2004		2005		2006		2007		2008		Thereafter		Total
Fixed rate debt	$	2,075	$	2,085	$	2,161	$	2,352	$	2,023	$	35,837	$	46,533	$	59,260
Weighted average rate		8.20%		8.22%		8.27%		8.31%		8.21%		9.31%		9.07%
Variable rate debt	$	13,797	$	6,076	$	6,076	$	529,264	$	—	$	—	$	555,213	$	555,213
Weighted average rate		L+4.10%		L+4.10%		L+4.10%		L+4.15		—		—		L+4.15%
Variable to fixed swaps (2)	$	—	$	75,000	$	—	$	125,000	$	—	$	—	$	200,000	$	(7,219	)
Pay fixed rate		—		3.10%		—		3.77%		—		—		3.52%
Receive variable rate		—		L		—		L		—		—		L
Interest rate cap (1)	$	75,000	$	—	$	—	$	—	$	—	$	—	$	75,000	$	2

L

= three-month LIBOR (approximately 1.16% at September 30, 2003)

(1)

The interest rate cap pays interest to us when LIBOR exceeds 3%. The amount paid to us is equal to the notional principal balance of $75 million multiplied by (LIBOR minus 3%) in those periods in which LIBOR exceeds 3%.

(2)

Amounts under expected maturity dates represent notional amounts.

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        We have entered into a new senior credit facility consisting of a $100.0 million revolving credit facility that bears interest based on variable rates. We have not yet borrowed against the facility, but at the point that we do borrow against this credit facility, we will be exposed to the impact of interest rate changes. We intend to take steps to mitigate this risk in order to limit the impact of such changes in interest rates on earnings and cash flows and to lower overall borrowing costs. We may manage those risks by entering into derivative financial instruments. We will not enter into such arrangements for trading purposes. If we were to borrow the total $100 million revolving debt without entering into derivative financial instruments, a 1% increase in the rate of interest would result in additional interest expense of $1.0 million annually.

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BUSINESS

General

        NeighborCare, Inc. was incorporated in May 1985 as a Pennsylvania corporation and was formerly named Genesis Health Ventures, Inc.

        Prior to December 1, 2003, our operations were comprised of two primary business segments: pharmacy services and inpatient services. On December 1, 2003, we completed the distribution, which we refer to as the "spin-off," of the common stock of Genesis HealthCare Corporation, or "GHC," and on December 2, 2003, we changed our name to NeighborCare, Inc. and changed our trading symbol to "NCRX." The spin-off was effected by way of a pro rata tax-free distribution of the common stock of GHC to holders of NeighborCare's common stock on December 1, 2003 at a rate of 0.5 shares of GHC stock for each share of NeighborCare stock owned as of October 15, 2003. We received a private letter ruling from the Internal Revenue Service to the effect that, for U.S. federal income tax purposes, the distribution of GHC stock qualified as tax-free for GHC and our shareholders, with the exception of cash received for fractional shares. The common stock of GHC began trading publicly on the Nasdaq National Market System on December 2, 2003 under the symbol "GHCI." As a result of the spin-off, we continue to own and operate our pharmacy services business and our group purchasing business and GHC owns and operates what was formerly our inpatient services business (as well as our former rehabilitation therapy, diagnostic, respiratory and management services businesses). See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Certain Transactions and Events." As used herein, unless the context otherwise requires, "NeighborCare," the "Company," "we," "our" or "us" refers to NeighborCare, Inc. and its subsidiaries.

        Because the spin-off occurred subsequent to our fiscal year ended September 30, 2003, we have included the required business disclosures (including related financial disclosures) of the consolidated organization herein. The consolidated financial statements as of September 30, 2003 and 2002 and for each of the years in the three-year period ended September 30, 2003 included in this prospectus has been revised to reflect GHC as discontinued operations.

        As of December 31, 2003, we provided pharmacy services nationwide through our NeighborCare® integrated pharmacy operation that serves approximately 250,000 institutional beds in long-term care settings. We also operate 33 community-based retail pharmacies and a group purchasing organization.

        Financial information regarding our business segments prior to the spin-off (i.e., pharmacy services and inpatient services) is presented at note 21—"Segment Information" of our Consolidated Financial Statements contained in this prospectus.

        The business description below of NeighborCare is as it existed after the spin-off.

Operations Institutional Pharmacy

        Our institutional pharmacy business purchases, repackages, labels and dispenses prescription and non-prescription medication in accordance with physician orders and delivers such medications to long-term care facilities for administration to individual residents. We typically service long-term care facilities within a 100-mile radius of our pharmacy locations. We maintain 24-hour, seven-day per week, on-call service for emergency dispensing and delivery or for consultation with the facility's staff or the resident's attending physician.

        Upon receipt of a prescription, the relevant resident information is entered into our computerized dispensing and billing systems. At that time, the dispensing system checks the prescription for any potentially adverse drug interactions or resident sensitivity. When required and/or specifically requested by the physician or patient, branded drugs are dispensed; otherwise generic drugs are substituted in accordance with applicable federal and state laws. We also provide therapeutic interchange, with

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physician approval, in accordance with our pharmaceutical care guidelines, which are in compliance with applicable state laws. Therapeutic interchange is a process that allows the pharmacist to dispense a pre-approved therapeutically equivalent and cost-effective product within a designated therapeutic category whenever a non-formulary product is ordered.

        We offer prescription and non-prescription pharmaceuticals to our customers through a unit dose or modified unit dose packaging, dispensing and delivery system, typically in 30-day supplies. Unit doses are packaged for dispensing in individual doses compared to bulk packaging used by most retail pharmacies. We believe a unit dose delivery system is preferred over the bulk delivery systems employed by retail pharmacies because it does not require the measurement of each individual dose, improves control over the provision of drugs and reduces errors in drug administration in long-term care facilities. Dispensing in unit dose also makes it possible to accept returns and issue credits where permitted by law, reducing waste and, therefore, resident care costs.

        Integral to our drug distribution system is our computerized medical records and documentation system. We provide to each client facility patient specific computerized medication administration records, physician's order sheets and treatment records. Data extracted from these computerized records is also formulated into monthly management reports which each client facility utilizes in resident care and quality assurance. We believe our computerized documentation system, in combination with our unit dose drug delivery system, results in greater efficiency in nursing time, improved control, reduced drug waste in the facility and lower error rates in both dispensing and administration. In addition, our consulting practice is fully integrated with our dispensing system through proprietary software, enabling us to offer unique, real time consultations to our customers.

        Approximately 91% of our institutional pharmacy revenues for the year ended September 30, 2003 consisted of the sale of prescription and non-prescription pharmaceuticals. Approximately 84% of the institutional pharmacy sales in the year ended September 30, 2003 was generated through external contracts with independent healthcare providers, with the balance attributable to centers owned or leased as of December 1, 2003 by GHC. At December 31, 2003, we had contracts to provide services to more than 250,000 residents in long-term care facilities in 32 states and the District of Columbia. These contracts, as is typical in the industry, are generally for a period of one year but can be terminated by either party for any reason upon thirty days written notice. For the year ended September 30, 2003, other than sales to facilities owned or leased as of December 1, 2003 by GHC (16% of institutional pharmacy revenue and 11% of beds served) and Manor Care (14% of institutional pharmacy revenue and 11% of beds served), no individual customer or market group represented more than 5% of the total sales of our institutional pharmacy business. In connection with the spin-off, we entered into a pharmacy services agreement, a pharmacy benefit management agreement and a durable medical equipment agreement with GHC. In addition, we have a pharmacy services agreement with Manor Care which expires in 2006.

        We obtain approximately 98% of our institutional pharmaceutical products from one supplier pursuant to contracts that are terminable by either party on 90 days notice. We have not experienced any difficulty in obtaining pharmaceutical products or supplies used in the conduct of our business.

        We also provide pharmacy consulting services that assist clients in complying with federal and state regulations applicable to long-term care facilities. Federal and state regulations mandate that long-term care facilities, in addition to providing a source of pharmaceuticals, retain consultant pharmacist services to monitor and report on prescription drug therapy in order to maintain and improve the quality of resident care. Our consulting services include:

•

monthly reviews of each resident's drug regimen to assess the appropriateness and efficacy of drug therapies, including a review of medical records, monitoring drug interactions with other drugs or food, monitoring laboratory test results and recommending alternate therapies;

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•

participation on quality assurance and other committees of our customers;



•

monitoring and reporting on facility-wide drug utilization;



•

development and maintenance of pharmaceutical policy and procedure manuals; and



•

assistance with federal and state regulatory compliance pertaining to resident care.

Community-Based Professional Retail Pharmacies

        We also operate 33 community-based professional retail pharmacies, two of which are jointly owned. Our community-based professional pharmacies are retail operations located in or near medical centers, hospitals and physician office complexes which provide prescription and non-prescription medications and certain medical supplies as well as personal service and consultation by licensed registered pharmacists.

Home Infusion, Respiratory and Medical Equipment

        Our home infusion, respiratory and medical equipment distribution centers provide a wide array of products and services to support the home care needs of a range of individuals of all ages. We work with physicians, hospital discharge planners, case managers and managed care organizations who refer these individuals to us. Services include respiratory and medical equipment (such as oxygen, hospital beds, wheelchairs and respiratory medications), as well as home infusion (such as antibiotics, TPN, chemotherapy and pain management).

Other Services

        We also own and operate The Tidewater Healthcare Shared Services Group, Inc., or "Tidewater," one of the largest long-term care group purchasing companies in the country. Tidewater provides purchasing and shared service programs specially designed to meet the needs of eldercare centers and other long-term care facilities.

Revenue Sources

        We receive revenues from Medicare, Medicaid, private insurance, self-pay patients, other third-party payors and long-term care facilities that utilize our pharmacy and other services. The healthcare industry is experiencing the effects of the trend toward cost containment as federal and state governments and other third-party payors seek to control utilization and negotiate reduced payment schedules with providers. These cost containment measures, combined with the increasing influence of managed care payors and competition for customers, generally have resulted in reduced rates of reimbursement for the products and services provided by us.

        The sources and amounts of our revenues will be determined by a number of factors, including the mix of our customers' patients and the rates of reimbursement among payors. Changes in the case mix of the patients as well as payor mix among private pay, Medicare and Medicaid will affect our profitability.

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        The following table reflects the payor mix of pharmacy service revenues for the respective years ended September 30:

		2003	2002	2001
Medicaid		42%	40%	37%
Long-term care facilities		30%	34%	35%
Third-party payor		16%	14%	14%
Private		10%	10%	11%
Medicare Part B		2%	2%	3%
	Totals:	100%	100%	100%

Medicare and Medicaid

        The Health Insurance for Aged and Disabled Act (Title XVIII of the Social Security Act), or "Medicare," is a federally funded and administered health insurance program for individuals aged 65 and over or for certain individuals who are disabled. The Medicare program consists of three parts: (i) Medicare Part A, which covers, among other things, inpatient hospital, skilled long-term care, home healthcare and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians' services, outpatient services and certain items and services provided by medical suppliers; and (iii) a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B, known as Medicare+Choice or Medicare Part C. Pursuant to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or the "Medicare Modernization Act," passed by Congress on November 25, 2003 and signed into law by the President on December 8, 2003, the Medicare+Choice program will be subsumed into a new Medicare supplemental product called Medicare Advantage by 2006. Under Medicare Part B, we are entitled to payment for products that replace a bodily function (i.e., ostomy supplies), home medical equipment and supplies and a limited number of specifically designated prescription drugs. The Medicare program is currently administered by fiscal intermediaries (for Medicare Part A and some Medicare Part B services) and carriers (for Medicare Part B) under the direction of the Centers for Medicare and Medicaid Services, or CMS, the Medicare and Medicaid oversight division of the U.S. Department of Health and Human Services, or "DHHS."

        Medicaid (Title XIX of the Social Security Act) is a federal-state matching fund program, whereby the federal government, under a needs—based formula, matches funds provided by the participating states for medical assistance to "medically indigent" persons. The programs are administered by the applicable state welfare or social service agencies under federal rules. Although Medicaid programs vary from state to state, traditionally they have provided for the payments, up to established limits, at rates determined in accordance with each state's regulations. The federal Medicaid statute specifies a variety of requirements that the state plan must meet, including requirements relating to eligibility, coverage of services, payment and administration. For patients eligible for Medicaid, we bill the individual state Medicaid program or, in certain circumstances, the state designated managed care or other similar organizations. The reimbursement rates for pharmacy services under Medicaid are determined on a state-by-state basis subject to review by the Centers for Medicare and Medicaid Services and applicable federal law. Federal regulations and the regulations of certain states establish "upper limits" for reimbursement for certain prescription drugs under Medicaid. In most states, pharmacy services are priced at the lower of "usual and customary" charges or cost (which generally is defined as a function of average wholesale price and may include a profit percentage) plus a dispensing fee. Most states establish a fixed dispensing fee that is adjusted to reflect associated costs on an annual or less frequent basis. The payment methodology for certain forms of prescription drugs and biologicals reimbursed under the Medicaid program may be subject to changes under the Medicare Modernization Act. See "—Laws Affecting Revenues."

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        Any future changes in Medicaid reimbursement programs or in regulations relating thereto, such as reductions in the allowable reimbursement levels or the timing of processing of payments, could adversely affect our business. The annual increase in the federal share could vary from state to state based on a variety of factors. Such provisions, if ultimately signed into law, could adversely affect our business. Additionally, any shift from Medicaid to state designated managed care could adversely affect our business due to historically lower reimbursement rates for managed care.

        Moreover, Medicare and Medicaid are subject to statutory and regulatory changes, retroactive rate adjustments, administrative rulings and government funding restrictions, all of which may materially affect the timing and/or levels of payments to us for our services.

        We are subject to periodic audits by the Medicare and Medicaid programs, which have various rights and remedies against us if they assert that we have overcharged the programs or failed to comply with program requirements. These rights and remedies may include requiring the repayment of any amounts alleged to be overpayments or in violation of program requirements, or making deductions from future amounts due to us. Such programs may also impose fines, criminal penalties or program exclusions. Other third-party payor sources also reserve rights to conduct audits and make monetary adjustments.

Laws Affecting Revenues

        Congress has enacted laws directly affecting our business and the skilled nursing facilities served by us. Three major laws during the past six years have significantly altered payment for nursing home and medical ancillary services. Healthcare related legislation has significantly impacted our business, and future legislation and regulations are likely to affect us. For a discussion of the effect of laws upon our business, see "Risk Factors—Risks Related to Our Business."

        The recently enacted Medicare Modernization Act may have a significant impact on our business or the business of our primary customers, nursing facilities. Specifically, the Medicare Modernization Act increases payments to nursing facilities to cover the high costs of care associated with treatment for AIDS patients, subject to applicable sunsets, while potentially reducing payments for certain outpatient pharmaceutical drugs and biologicals currently reimbursed under the "average wholesale price" methodology. The legislation shifts the payment methodology from average wholesale price to "average sales price." DHHS will have the authority to adjust payment rates where the average sales price does not reflect widely available market prices. In addition, the legislation will have a significant impact on reimbursement rates for durable medical equipment by freezing durable medical equipment rates from 2004 through 2006. DHHS will have the authority to adjust rates for the top five most widely used durable medical equipment codes to reflect reimbursement rates paid under the Federal Employee Health Benefit Plan. The Medicare Modernization Act also provides for increased federal resources being available for prescription drug benefits coverage in 2006. Finally, the Medicare Modernization Act authorizes an interim federally sponsored prescription drug discount plan to provide group discounts for Medicare beneficiaries between 2004 and 2006.

        Because of the recent enactment of the Medicare Modernization Act and its broad scope, we are not in a position to fully assess its impact on our business. The impact of the legislation depends upon a variety of factors, including patient mix. It is not clear at this time whether this new legislation will have an overall negative impact on institutional and long-term care pharmacy services. This legislation may reduce revenue and impose additional costs to the industry. DHHS has not yet promulgated any final regulations under the Act, as the Act requires it to do. The impact of these regulations when promulgated, including those regulations relating to the prescription drug discount plan discussed above, is unclear. NeighborCare will continue to work closely with the Center for Medicare and Medicaid Services directly, as well as through the Long Term Care Pharmacy Alliance discussed below, to offer its expertise in pharmaceutical care for the elderly.

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        Prior to the Medicare Modernization Act, reimbursement for certain products covered under Medicare Part B was limited to 95% of the "average wholesale price." The move to a prospective payment system under the Balanced Budget Act of 1997 made pricing a more important consideration in the selection of pharmacy providers.

        The reimbursement rates for pharmacy services under Medicaid are determined on a state by state basis subject to review by the Centers for Medicare and Medicaid Services and applicable federal law. In most states, pharmacy services are priced at the lower of "usual and customary" charges or cost (which generally is defined as a function of average wholesale price and may include a profit percentage) plus a dispensing fee. Certain states have "lowest charge legislation" or "most favored nation provisions" which require our institutional pharmacy and medical supply operation to charge Medicaid no more than its lowest charge to other consumers in the state. Since 2000, federal Medicaid requirements establishing payment caps on certain drugs have been periodically revised. We have participated in the efforts to review and interact with the Centers for Medicare and Medicaid Services on the revisions. This proactive involvement has helped in modifying the rate structures and thereby minimizing the impact of the new rules on our operations.

        Revisions made by the Medicare Modernization Act are expected to provide significant relief to states as Medicare coverage becomes primary to Medicaid assistance for dually eligible individuals. While those provisions making Medicare primary to Medicaid do not become effective until January 1, 2006, the competitive design of the interim Drug Rx Discount Card program is expected to influence cost reductions for all pharmacy services, thus impacting Medicaid outlays for prescription drugs.

        It is not possible to quantify fully the effect of legislative changes, the interpretation or administration of such legislation or any other governmental initiatives on our business and the business of our principal customers. Accordingly, there can be no assurance that the impact of any future healthcare legislation will not further adversely affect our business. There can be no assurance that payments under governmental and private third-party payor programs will be timely, will remain at levels comparable to present levels or will, in the future, be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to such programs. Our financial condition and results of operations may be affected by the reimbursement process, which in the healthcare industry is complex and can involve lengthy delays between the time that revenue is recognized and the time that reimbursement amounts are settled.

        We belong, with other leading multi-state institutional pharmacy companies, to the Long Term Care Pharmacy Alliance, or "LTCPA," an industry trade group established to influence the outcomes of both federal and state-specific legislative and regulatory activities. In this collaboration, LTCPA provides leadership to responding to specific issues. Presently, LTCPA has engaged representation in 23 states and the District of Columbia. Such efforts are augmented by the government relations specialists of the various companies and by active grassroots efforts of pharmacy professionals. These proactive steps have been successful in a number of instances, but given the budgetary concerns of both federal and state governments, there can be no assurance that changes in payment formulas and delivery requirements will not have a negative impact going forward.

        While Congress has, through the Medicare Modernization Act, expanded Medicare coverage of certain costs of outpatient pharmaceutical services, the federal government and state governments continue to focus on efforts to curb spending on healthcare programs such as Medicare and Medicaid. We cannot at this time predict the extent to which these proposals will be adopted or, if adopted and implemented, what effect, if any, such proposals and existing new legislation will have on us. Efforts to impose reduced allowances, greater discounts and more stringent cost controls by government and other payors are expected to continue.

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Government Regulation

General

        Our business is subject to extensive federal, state and, in some cases, local regulation with respect to, among other things, licensure, certification and health planning. For pharmacy and medical supply products and services, this regulation relates, among other things, to operational requirements, reimbursement, documentation, licensure, certification and regulation of controlled substances. Compliance with such regulatory requirements, as interpreted and amended from time to time, can increase operating costs and thereby adversely affect the financial viability of our business. Failure to comply with current or future regulatory requirements could also result in the imposition of various remedies including fines, restrictions on admission, the revocation of licensure, decertification, imposition of temporary management or the closure of the facility.

        Institutional pharmacies, as well as the long-term care facilities that they service, are subject to extensive federal, state and local laws and regulations. These laws and regulations cover required qualifications, day-to-day operations, reimbursement and the documentation of activities. We continuously monitor the effects of regulatory activity on our operations.

Licensure, Certification and Regulation

        States require that companies operating a pharmacy within that state be licensed by its board of pharmacy. We currently hold a license for each of the pharmacies we operate. Our pharmacies are also registered with the appropriate federal and state authorities pursuant to statutes governing the regulation of controlled substances.

        For an extensive period of time, the long-term care pharmacy business has operated under regulatory and cost containment pressures from federal and state legislation primarily affecting the Medicare and Medicaid programs.

        The Medicare program establishes certain requirements for participation of providers and suppliers in the Medicare program. Failure to comply with these requirements and standards may adversely affect the ability of providers and/or suppliers to participate in the Medicare program and receive reimbursement for services provided to Medicare beneficiaries.

        Federal law and regulations contain a variety of requirements relating to the furnishing of prescription drugs under Medicaid. First, states are given broad authority, subject to certain standards, to limit or to specify conditions as to the coverage of particular drugs. Second, federal Medicaid law establishes standards affecting pharmacy practice. These standards include general requirements relating to patient counseling and drug utilization review and more specific requirements for long-term care facilities relating to drug regimen reviews for Medicaid patients in such facilities. States may require pharmacies to comply with the general standards, regardless of whether the long-term care facility satisfies the drug regimen review requirement, and the states in which we operate currently require their pharmacies to comply therewith. Third, federal regulations impose certain requirements relating to reimbursement for prescription drugs furnished to Medicaid residents.

        In addition to requirements imposed by federal law, states have substantial discretion to determine administrative, coverage, eligibility and payment policies under their state Medicaid programs which may affect our operations. For example, some states have enacted "freedom of choice" requirements which prohibit a long-term care facility from requiring its residents to purchase pharmacy or other ancillary medical services or supplies from particular providers that deal with the long-term care facility. Such limitations may increase the competition that we face in providing services to long-term care facility patients.

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        Providers and suppliers who participate in the Medicare and Medicaid programs are subject to inquiries or audits to evaluate their compliance with requirements and standards set forth under these programs. We believe that our billing procedures materially comply with applicable federal and state requirements. However, there can be no assurance that in the future such requirements will be interpreted in a manner consistent with the current interpretation and application.

Laws Affecting Billing and Business Practices

        We are also subject to federal and state laws that govern financial and other arrangements between healthcare providers. These laws often prohibit certain direct and indirect payments or fee-splitting arrangements between healthcare providers that are designed to induce or encourage the referral of patients to, or the recommendation of, a particular provider for medical products and services. These laws include:

•

the "anti-kickback" provisions of the federal Medicare and Medicaid programs, which prohibit, among other things, knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe or rebate) directly or indirectly in return for or to induce the referral of an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part under Medicare or Medicaid. Penalties may include imprisonment, fines, exclusion from participation in the Medicare and Medicaid programs and loss of license; and



•

the "Stark laws" which prohibit, with limited exceptions, the referral of patients by physicians for certain services to an entity in which the physician has a financial interest. Penalties may include denial of payment, mandatory refund of prior payment, civil monetary penalties and exclusion from participation in the Medicare and Medicaid programs.

        In addition, some states restrict certain business relationships between physicians and other providers of healthcare services. Possible sanctions for violation of any of these restrictions or prohibitions include loss of licensure or eligibility to participate in reimbursement programs and civil and criminal penalties. These laws vary from state to state, are often complex and have seldom been interpreted by the courts or regulatory agencies. From time to time, we have sought guidance as to the interpretation of these laws, however, there can be no assurance that such laws will ultimately be interpreted in a manner consistent with our practices.

        There have also been a number of recent federal and state legislative and regulatory initiatives concerning reimbursement under the Medicare and Medicaid programs. During the past few years, DHHS has issued a series of voluntary compliance guidelines. These compliance guidelines provide guidance on acceptable practices. Skilled nursing facility services and durable medical equipment, prosthetics, orthotics and supplies and supplier performance practices have been among the services addressed in these publications. Our Corporate Integrity Program is working to assure that our practices conform to those requirements applicable to us. DHHS also issues fraud alerts and advisory opinions. Directives concerning double billing, home health services and the provision of medical supplies to nursing facilities have been released. It is anticipated that areas addressed by these advisories may come under closer scrutiny by the government. While we have focused our internal compliance reviews to assure our practices conform with government instructions, we cannot accurately predict the impact of any such initiatives. See "Cautionary Statements Regarding Forward-Looking Statements" and "—Revenue Sources."

Laws Governing Health Information

        We face additional federal requirements that mandate major changes in the transmission and retention of health information. The Health Insurance Portability and Accountability Act of 1996, or "HIPAA," was enacted to ensure, first, that employees can retain and at times transfer their health

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insurance when they change jobs, and second, to simplify healthcare administrative processes. This simplification includes expanded protection of the privacy and security of personal medical data and requires the adoption of standards for the exchange of electronic health information. Among the standards that DHHS may adopt pursuant to HIPAA are standards for the following: electronic transactions and code sets; unique identifiers for providers, employers, health plans and individuals; security and electronic signatures; privacy; and enforcement.

        Although HIPAA was intended to ultimately reduce administrative expenses and burdens faced within the healthcare industry, we believe that implementation of this law will result in additional costs. We have established a HIPAA task force consisting of clinical, financial and information services professionals focused on HIPAA compliance.

        DHHS has released three rules to date mandating the use of new standards with respect to certain healthcare transactions and health information. The first rule establishes uniform standards for common healthcare transactions, including:

•

healthcare claims information;



•

plan eligibility, referral certification and authorization;



•

claims status;



•

plan enrollment and disenrollment;



•

payment and remittance advice;



•

plan premium payments; and



•

coordination of benefits.

        Second, DHHS has released standards relating to the privacy of individually identifiable health information. These standards not only require our compliance with rules governing the use and disclosure of protected health information, but they also require us to impose those rules, by contract, on any business associate to whom we disclose information. Third, DHHS has released rules governing the security of health information maintained or transmitted in electronic form. DHHS finalized the transaction standards on August 17, 2000. DHHS issued the privacy standards on December 28, 2000, and, after certain delays, they became effective on April 14, 2001, with a compliance date of April 14, 2003. On February 20, 2003, DHHS issued final rules governing the security of health information. This rule specifies a series of administrative, technical and physical security procedures to assure the confidentiality of electronic protected health information. Affected parties will have approximately two years to be fully compliant. Sanctions for failing to comply with HIPAA health information practices provisions include criminal penalties and civil sanctions.

        At this time, our management anticipates that NeighborCare will be able to fully comply with those HIPAA requirements that have been adopted. As part of our Corporate Integrity Program, we will monitor our compliance with HIPAA. Our compliance and privacy officer will be responsible for administering the Corporate Integrity Program which includes HIPAA related compliance. However, management cannot at this time estimate the cost of compliance; nor can management estimate the cost of compliance with standards that have not yet been finalized by DHHS.

        It is not possible to fully quantify the effect of recent legislation, potential legislative or regulatory changes, the interpretation or administration of such legislation or any other governmental initiatives on our business. Accordingly, there can be no assurance that the impact of these changes or any future healthcare legislation will not adversely affect our business. There can be no assurance that payments under governmental and private third-party payor programs will be timely, will remain at levels comparable to present levels or will, in the future, be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to such programs. Our financial condition and results of operations

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may be affected by the reimbursement process, which in our industry is complex and can involve lengthy delays between the time that revenue is recognized and the time that reimbursement amounts are settled.

Corporate Integrity Program

        Our Corporate Integrity Program was developed to assure that we continue to achieve our goal of providing a high level of care and service in a manner consistent with all applicable federal and state laws and regulations and our internal standard of conduct. This program is intended to allow personnel to prevent, detect and resolve any conduct or action that fails to satisfy all applicable laws and our standard of conduct.

        We have a corporate compliance officer responsible for administering the Corporate Integrity Program. The corporate compliance officer, with the approval of our chief executive officer or our board of directors, may use any of our resources to evaluate and resolve compliance issues. The corporate compliance officer reports significant compliance issues to our board of directors.

        We established the Corporate Integrity Program hotline, which offers a toll-free number available to all of our employees to report non-compliance issues, including any alleged privacy violations under the Health Insurance Portability and Accountability Act of 1996. Employee calls to the hotline will be kept anonymous unless the employee waives his/her right to anonymity. All calls reporting alleged non-compliance are logged, investigated, addressed and remedied by appropriate company officials.

        The corporate integrity subcommittee was established to ensure a mechanism exists for us to monitor compliance issues. The corporate integrity subcommittee members are senior members of the human resources, legal, internal audit and operations departments.

        Periodically, we receive information from the Department of Health and Human Services regarding individuals and providers that are excluded from participation in Medicare, Medicaid and other federal healthcare programs. Providers may include pharmacists and pharmacy technicians. On a monthly basis, management compares the information provided by DHHS to our employee databases. Any potential matches are investigated and any necessary corrective action is taken to ensure we cease employing that individual.

Personnel

        At September 30, 2003, we employed approximately 5,900 people, including approximately 4,800 full-time and 1,100 part-time employees. Approximately 16% of these employees are pharmacists or nurses.

        We currently have two pharmacies that are covered by collective bargaining agreements. The agreements expire at various dates through 2007 and cover approximately 100 employees. We believe that our relationship with our employees is generally good.

        Competition for qualified pharmacists and other pharmacy professionals is intense. See "Risk Factors—Risks Relating to Our Business—We are dependent on our senior management team and our pharmacy professionals."

        We believe that clinical staff retention and development, both pharmacists and nurses, continues to be a critical factor in our successful operation. In order to reduce turnover and increase our staff retention rates, we have implemented a compensation program which provides for annual merit reviews as well as continued market wage assessments. Our management team is also eligible for both financial and clinically based incentives that ultimately promote staff motivation and productivity. All sites participate in performance improvement initiatives that make an impact on the quality of patient care.

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        In 2002, in response to the pharmacist shortage, we implemented a pharmacist scholarship program to provide financial assistance to 3rd and 4th year pharmacy school students. In addition, we offer tuition assistance programs to our internal associates that enroll in an accredited educational program.

        In 2000, we began a junior level management and leadership training program, Mastering Management. This program includes various topics such as leadership style, setting goals, problem solving, interviewing and performance management. To date, we have trained over 1,000 participants.

Marketing

        We market our institutional pharmacy services, homecare and group purchasing services through a direct sales force which primarily calls on long-term care facilities and their owners, hospitals, clinics and home health agencies.

        In addition, we have a corporate marketing department that helps develop promotional materials and literature focusing on our operational philosophy, the programs and services provided and clinical expertise as well as providing market research.

        Our logos, trademarks and service marks are featured in print advertisements in publications serving the markets in which we operate. Our marketing is aimed at supporting the efforts of our field sales staff and increasing awareness among decision makers in key professional and business audiences. We use advertising to promote our brand names in trade, professional and business publications and to promote services directly to consumers. In addition, to support our professional retail pharmacy business we advertise in regional markets through both radio and television outlets.

Inventories

        We seek to maintain adequate on-site inventories of pharmaceuticals and supplies to ensure prompt delivery service to our customers. Our primary supplier also maintains local warehousing in most major geographic markets in which we operate.

Competition

        The institutional pharmacy business is highly fragmented. We are the third largest provider of institutional pharmacy services in the United States. In the 32 states and the District of Columbia where we sell pharmacy products and services, we compete with multiple national, regional and local institutional pharmacies, pharmacies owned by long-term care facilities and numerous local retail pharmacies. Some of our competitors have greater financial and other resources and may be more established than us in the markets in which we compete. Competing companies also may offer newer or different services than us and may thereby attract our clients. We believe that the primary competitive factors in obtaining and retaining clients are service, integrity, clinical expertise, fair pricing and the ability to form strong relationships with key personnel.

        We also compete with a variety of companies in the retail pharmacy market as well as companies providing home infusion, respiratory and medical equipment in providing other specialty medical services with a variety of different companies. Generally, this competition is national, regional and local in nature. The primary competitive factors in these businesses are similar to those in the pharmacy business and include service, the cost of services, the quality of clinical services, responsiveness to customer needs, information management and patient record-keeping. See "Risk Factors—Risks Relating to Our Business—We face intense competition in our business."

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Insurance

        Our workers' compensation, automobile, general and professional liability insurance is maintained as statutorily required through third-party commercial insurers. The commercial insurance purchased is loss sensitive in nature. As a result, we are responsible for adverse loss development beyond an aggregate level.

        We provide several health insurance options to our employees, including a self-insured health plan and several fully-insured health maintenance organizations.

Other

Environmental Matters

        We are subject to various federal, state and local statutes and ordinances regulating the discharge of materials into the environment. Management does not believe that we will be required to expend any material amounts in order to comply with these laws and regulations or that compliance will materially affect our capital expenditures, results of operations or financial condition.

Reorganization

        On October 2, 2001, the effective date, we and The Multicare Companies, Inc., our 43.6% owned affiliate, consummated a joint plan of reorganization under Chapter 11 of the Bankruptcy Code pursuant to a September 20, 2001 order entered by the U.S. Bankruptcy Court for the District of Delaware approving our joint plan of reorganization. We have been operating out of bankruptcy since October 2, 2001. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Certain Transactions and Events" for a further description of the nature and results of our reorganization and a description of other recent matters impacting our business and results of operations. See also "Risk Factors."

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Properties

        The following table provides information by state as of December 2003 regarding the pharmacy service locations owned or leased by our NeighborCare pharmacy operations.

State	Institutional Pharmacies	Medical Supply/ Home Medical Equipment Sites	Community- Based Pharmacies	Total	Total Square Feet
Pennsylvania	6	3	3	11	221,219
Maryland	6	5	27	38	215,560
New Jersey	4	1	1	6	200,592
Virginia	4	1	2	7	84,236
Florida	4	1	—	5	66,391
California	4	1	—	5	59,187
Indiana	3	—	—	3	38,500
Wisconsin	4	—	—	4	37,112
Massachusetts	2	1	—	3	30,265
South Carolina	3	—	—	3	23,300
Illinois	3	1	—	4	22,777
Texas	2	—	—	2	22,222
Rhode Island	1	—	—	1	21,600
New Hampshire	1	—	—	1	20,000
Oregon	1	—	—	1	18,428
Colorado	1	—	—	1	17,479
Ohio	1	—	—	1	16,200
West Virginia	1	—	—	1	15,794
Oklahoma	1	—	—	1	14,905
Connecticut	1	1	—	2	12,450
Michigan	1	—	—	1	12,000
North Carolina	2	—	—	2	9,700
Iowa	2	—	—	2	6,803
New York	2	1	—	3	16,296
Washington	1	—	—	1	5,600
Kentucky	1	—	—	1	5,000
Missouri	1	—	—	1	5,000
Totals	63	16	33	113	1,218,616

        In addition to the locations listed in the table above, we also operate 20 on-site pharmacies which are located in customers' facilities and serve only customers of that facility.

        All but 3 of these sites are leased. Our inability to make rental payments under these leases could result in loss of the leased property through eviction or other proceedings. Certain leases do not provide for non-disturbance from the mortgagee of the fee interest in the property and consequently these leases are subject to termination in the event that the mortgage is foreclosed following a default by the owner.

Legal Proceedings

        We are a party to litigation arising in the ordinary course of business. See "Cautionary Statements Regarding Forward-Looking Statements."

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U.S. ex rel Scherfel v. Genesis Health Ventures et al.

        In this action, brought in U.S. District Court for the District of New Jersey on March 16, 2000, the plaintiff alleges that a pharmacy purchased by NeighborCare failed to process Medicaid credits for returned medications. The allegations are vaguely alleged for other jurisdictions. While the action was under seal in U.S. District Court, we fully cooperated with the Department of Justice's evaluation of the allegations. On or about March 2001, the Department of Justice declined to intervene in the suit and prosecute the allegations. The U.S. District Court action is no longer under seal but remains administratively stayed pending resolution of the bankruptcy issues.

        The plaintiff filed a proof of claim in our bankruptcy proceedings initially for approximately $650 million and subsequently submitted an amended claim in the amount of approximately $325 million. We believe the allegations have no merit and objected to the proof of claim. In connection with an estimation of the proof of claim in the bankruptcy proceeding, we filed a motion for summary judgment urging that the claim be estimated at zero. On or about January 24, 2002, the U.S. Bankruptcy Court granted Debtors' motion and estimated the claim at zero.

        On or about February 11, 2002, the plaintiff appealed the bankruptcy court's granting of summary judgment to the U.S. District Court in Delaware and sought an injunction preventing the distribution of assets according to the plan of reorganization. The injunction was subsequently denied by the U.S. District Court for several reasons, including that the plaintiff was unlikely to succeed on the merits. When the injunction was denied by the U.S. District Court, the assets previously reserved for the plaintiff's claim were distributed in accordance with the plan of reorganization. On March 27, 2003, the U.S. District Court denied the plaintiff's appeal and upheld the summary judgment decision rendered by the United States Bankruptcy Court. On or about April 25, 2003, the plaintiff filed an appeal to the Third Circuit Court of Appeals. The appeal is currently pending and it is most likely to be heard by the Third Circuit Court of Appeals in 2004.

        The Company believes that the settlement of this matter will not be significant to the results of operations or financial condition of the Company.

DEA Investigation

        In August 2001, and March 2002, our pharmacy located in Colorado reported missing inventory and potential diversion to the Drug Enforcement Administration, or the "DEA," the local police and the Colorado Board of Pharmacy. As a result of the pharmacy reporting these incidents, the DEA commenced an audit of the pharmacy's operation. Under the Controlled Substance Act, the government may seek the potential value of the inventory diverted as well as other damages. The Colorado facility cooperated with all requests for information, including making its personnel and documents available to the government. On January 6, 2004, we settled this matter with the U.S. government by paying a civil penalty of $625,000 without admitting any liability. This amount was fully accrued in fiscal 2003.

Haskell et al. v. Goldman Sachs & Co. et al

        This action was brought January 27, 2004, in the Supreme Court of New York, County of New York, by 275 former investors who collectively held over $205 million in subordinated debentures prior to the filing of our Chapter 11 bankruptcy petition in 2000. The case was subsequently removed to federal court and it is now pending in the U.S. District Court for the District of Delaware. The plaintiffs allege fraud and grossly negligent misrepresentation by the defendants in connection with the Bankruptcy Court's approval of our plan of reorganization confirmed by the Bankruptcy Court in 2001, canceling the subordinated debentures. The defendants, in addition to us, are Goldman Sachs & Co., Mellon Bank, N.A., Highland Capital Management, LP, and George V. Hager, Jr., our chief financial officer during the period in question. The plaintiffs seek to recover $200 million plus interest costs and fees.

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MANAGEMENT

Our Board of Directors and Executive Officers

        The following table contains background information about each of our directors.

Name	Principal Occupation for Past 5 Years	Other Directorships
John J. Arlotta Age: 54 Director Since: 2003	Chairman, President and Chief Executive Officer (December 2003 to date), and Vice Chairman (July 2003 to December 2003), each of NeighborCare; and Consultant (February 2002 to July 2003), President and Chief Operating Officer (May 1998 to February 2002), and Chief Operating Officer (September 1997 to May 1998), each of Caremark Rx, Inc. (Pharmaceutical services provider).	—
James H. Bloem Age: 53 Director Since: 2001	Senior Vice President and Chief Financial Officer (February 2001 to date), Humana, Inc. (Health benefits company); Independent Financial Consultant and Business Consultant (September 1999 to January 2001); and President — Personal Care Division (March 1998 to August 1999), and Executive Vice President (August 1995 to February 1998), each of Perrigo Company (Manufacturer of OTC prescription medications).	—
James E. Dalton, Jr. Age: 61 Director Since: 2001	President, Edinburgh Associates, Inc. (2001 to date); and President, Chief Executive Officer and Director (1990 to April 2001), Quorum Health Group, Inc. (Hospital ownership and management company).	Select Medical Corporation; US Oncology, Inc.; Universal Health Realty Income Trust
James D. Dondero Age: 41 Director Since: 2001	President (1990 to date), Highland Capital Management, LP (Investment advisors).	Motient Corporation
Robert H. Fish Age: 53 Director Since: 2001	Chairman and Chief Executive Officer (January 2003 to December 2003), Interim Chairman (November 2002 to January 2003), and Interim Chief Executive Officer (May 2002 to January 2003), each of NeighborCare; Partner (November 1999 to date), Sonoma-Seacrest, LLC (Healthcare consulting company; limited responsibilities since May 2002); and President and Chief Executive Officer (August 1995 to September 1999), St. Joseph Health System (Healthcare provider).	—
Dr. Philip P. Gerbino Age: 56 Director Since: 2000	President, (1995 to date), University of the Sciences (School of Pharmacy).	—
Arthur J. Reimers Age: 48 Director Since: 2003	Independent Financial Consultant and Business Consultant (2001 to date); Managing Director — Healthcare Investment Banking Division (1998 to 2001), Founder and Co-head, Healthcare Investment Banking Division (1996 to 1998), and Co-head, Financial Advisory Group — London (1991 to 1996), each of Goldman Sachs & Co. (Investment banking and management firm).	Rotech Healthcare, Inc.
Phyllis R. Yale Age: 46 Director Since: 2003	Director (1987 to date), Bain and Company, Inc. (Management consulting firm).	—

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        The following table contains background about each of our executive officers who are not directors.

Name	Principal Occupation for Past 5 Years
Robert A. Smith Age: 55 Officer Since: 1998	Chief Operating Officer (December 2003 to date), President and Chief Operating Officer (May 2001 to December 2003), Executive Vice President and Chief Operating Officer of the Allegheny region (November 1999 to May 2001), and Senior Vice President of the Allegheny region (August 1998 to November 1999), each of NeighborCare.
John J. Kordash Age: 61 Officer Since: 2003	Executive Vice President and Assistant to the Chairman and Chief Executive Officer (December 2003 to date), and Executive Vice President and Assistant to the Vice Chairman (July 2003 to December 2003), each of NeighborCare; and Chairman and Chief Executive Officer 1997 to July 2003), Medical Scientists, Inc. (Healthcare consulting and software services).
Richard W. Sunderland, Jr. Age: 43 Officer Since: 1993	Senior Vice President and Chief Financial Officer (December 2003 to date), Senior Vice President and Corporate Controller (April 2000 to December 2003), and Vice President and Controller (August 1998 to April 2000), each of NeighborCare; Vice President and Controller (November 1995 to August 1998), Genesis ElderCare Services, Genesis Managed Care Services and the Genesis ElderCare Chesapeake region, each a wholly-owned subsidiary of NeighborCare prior to the spin-off; and Controller (1993), Genesis ElderCare Services.
John F. Gaither, Jr. Age: 54 Officer Since: 2003	Senior Vice President, General Counsel and Secretary (September 2003 to date), NeighborCare; Senior Vice President, General Counsel and Corporate Secretary (April 2000 to September 2003), Global Healthcare Exchange, LLC (Supplier of business-to-business procurement solutions); and various positions (1982 to April 2000), Baxter International, Inc. (Manufacturer and marketer of healthcare products and services).

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DESCRIPTION OF OTHER INDEBTEDNESS

The Senior Credit Facility

        After December 1, 2003, in connection with the spin-off, we entered into a new senior credit facility with a syndicate of financial institutions and institutional lenders. Our new senior credit facility consists of a $100.0 million revolving credit facility that is due in 2008. Our new senior credit facility has a rate of interest of LIBOR plus 2.00% on any borrowings, and a commitment fee of 0.50% on any unused commitment. At December 31, 2003, none of the $100.0 million revolving credit facility was drawn, exclusive of $2.4 million required for outstanding letters of credit.

        Our obligations under our new senior credit facility are or will be guaranteed by substantially all of our current and future subsidiaries, other than our joint ventures. Our obligations under our new senior credit facility are secured by, among other things, substantially all of our and the subsidiary guarantors' assets, including a pledge of all or a portion of the capital stock of our and the subsidiary guarantors' direct subsidiaries.

Other Secured Indebtedness

        At December 31, 2003, we had $8.6 million of other secured debt consisting principally of capital lease obligations. These loans are secured by the underlying property and have fixed rates of interest ranging from 3% to 11%.

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DESCRIPTION OF THE EXCHANGE NOTES

        You can find the definitions of certain terms used in this description under the subheading "Certain Definitions." In this description, the words "NeighborCare," "we," "our" and "us" refer only to NeighborCare, Inc. and not to any of its subsidiaries.

        We issued the initial notes and we will issue the exchange notes under an indenture among us, the Guarantors and The Bank of New York, as trustee, in a private transaction that was not subject to the registration requirements of the Securities Act. We refer to the initial notes and the exchange notes collectively as the notes. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939. NeighborCare has previously filed a copy of the indenture with the SEC, and the indenture is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

        The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. Copies of the indenture are available as set forth below under "—Additional Information." Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the indenture.

        The registered Holder of a note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the indenture.

Brief Description of the Exchange Notes and the Guarantees

The Notes

        The initial notes are, and the exchange notes will be:

•

our general unsecured obligations;



•

subordinated in right of payment to all of our existing and future Senior Debt;



•

pari passu in right of payment with any of our future Senior Subordinated Indebtedness; and



•

unconditionally guaranteed by the Guarantors.

The Guarantees

        Each Guarantee of the initial notes is, and each Guarantee of the exchange notes will be:

•

a general unsecured obligation of the Guarantor;



•

subordinated in right of payment to all existing and future Senior Debt of that Guarantor; and



•

pari passu in right of payment with any future Senior Subordinated Indebtedness of that Guarantor.

        As of December 31, 2003, we and the Guarantors had total Senior Debt of approximately $8.6 million, consisting principally of Capital Lease Obligations, to which the initial notes are, and the exchange notes will be, subordinated. Further, an additional $100.0 million of Senior Debt was available for borrowing under our new senior credit facility, exclusive of $2.4 million required for outstanding letters of credit As indicated above and as discussed in detail below under the caption "—Subordination," payments on the notes and under these guarantees will be subordinated to the payment of Senior Debt. The indenture will permit us and the Guarantors to incur additional Senior Debt.

        All of our Subsidiaries, except our Permitted Joint Ventures, are "Restricted Subsidiaries." In addition, under the circumstances described below under the subheading "—Certain

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Covenants—Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain other of our Subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the exchange notes.

Principal, Maturity and Interest

        The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. We will issue notes in denominations of $1,000 and integral multiples of $1,000. The notes will mature on November 15, 2013.

        Interest on the notes will accrue at the rate of 6.875% per annum and will be payable semi-annually in arrears on May 15 and November 15 commencing on May 15, 2004. We will make each interest payment to the Holders of record on the immediately preceding May 1 and November 1.

        Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

        If a Holder has given wire transfer instructions to us, we will pay all principal, interest and premium and Additional Interest, if any, on that Holder's notes in accordance with those instructions. All other payments on notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless we elect to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Paying Agent and Registrar for the Notes

        The trustee will initially act as paying agent and registrar. We may change the paying agent or registrar without prior notice to the Holders of the notes, and we or any of our Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A Holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. We are not required to transfer or exchange any note selected for redemption. Also, we are not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Guarantees

        The initial notes are, and the exchange notes will be, guaranteed by each of our current and future Restricted Subsidiaries that guaranteed NeighborCare's Existing Credit Agreement. These Guarantees will be joint and several obligations of the Guarantors. Each Guarantee will be subordinated to the prior payment in full of all Senior Debt of that Guarantor. The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent that Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Relating to the Exchange Offer and the Exchange Notes—A court may void the guarantees of the notes or subordinate the guarantees to other obligations of our subsidiary guarantors."

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        A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than us or another Guarantor, unless:

        (1)   immediately after giving effect to that transaction, no Default or Event of Default exists; and

        (2)   either:

        (a)   the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, its Guarantee and the registration rights agreement pursuant to a supplemental indenture satisfactory to the trustee; or

        (b)   the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture.

        The Guarantee of a Guarantor will be released:

        (1)   in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of us, if the sale or other disposition complies with the "Asset Sale" provisions of the indenture;

        (2)   in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of us, if the sale complies with the "Asset Sale" provisions of the indenture;

        (3)   if we designate any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;

        (4)   if any Guarantor is otherwise no longer obligated to provide a Guarantee pursuant to the indenture; or

        (5)   if such Guarantor's guarantee of any obligations under the Credit Facilities is fully and unconditionally released, provided, however, that if such Guarantor subsequently guarantees any obligations under the Credit Facilities, then such Guarantor shall be required to become a Guarantor by executing a supplemental indenture and providing the trustee with an officers' certificate and opinion of counsel.

        See "—Repurchase at the Option of Holders—Asset Sales."

Subordination

        The payment of principal, interest and premium and Additional Interest, if any, on the notes (including any obligation to redeem or repurchase the notes) and payment under any Guarantee will be subordinated to the prior payment in full of all Senior Debt of us or such Guarantor, including Senior Debt incurred after the date of the indenture.

        The holders of Senior Debt will be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy or other similar proceeding at the rate specified in the applicable Senior Debt) before the Holders of notes will be entitled to receive any payment with respect to the notes (except that Holders of notes may receive and retain Permitted Junior Securities and payments made from the trust described under "—Legal Defeasance and Covenant Defeasance"), in the event of any distribution to creditors of us or the relevant Guarantor:

        (1)   in a liquidation or dissolution of us or the relevant Guarantor;

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        (2)   in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to us or the relevant Guarantor or its property;

        (3)   in an assignment for the benefit of creditors; or

        (4)   in any marshaling of our assets and liabilities.

        We also may not make any payment in respect of the notes (except in Permitted Junior Securities or from the trust described under "—Legal Defeasance and Covenant Defeasance") and will not make any deposit pursuant to the provisions described under "—Legal Defeasance and Covenant Defeasance" if:

        (1)   a payment default on Designated Senior Debt (including, without limitation, upon any acceleration of the maturity thereof) occurs and is continuing; or

        (2)   any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the trustee receives a notice of such default (a "Payment Blockage Notice") from us or the representative of any Designated Senior Debt.

        Payments on the notes may and will be resumed:

        (1)   in the case of a payment default, upon the date on which such default is cured or waived; and

        (2)   in the case of a nonpayment default, upon the earlier of (x) the date on which such nonpayment default is cured or waived (so long as no other default exists), (y) 179 days after the date on which the applicable Payment Blockage Notice is received, or (z) the date on which the trustee receives notice from a representative of Designated Senior Debt rescinding such Payment Blockage Notice, unless, in each case, the maturity of any Designated Senior Debt has been accelerated.

        No new Payment Blockage Notice may be delivered unless and until:

        (1)   360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

        (2)   all scheduled payments of principal, interest and premium and Additional Interest, if any, on the notes that have come due have been paid in full in cash.

        No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

        If the trustee or any Holder of the notes receives a payment in respect of the notes (except in Permitted Junior Securities or from the trust described under "—Legal Defeasance and Covenant Defeasance") when:

        (1)   the payment is prohibited by these subordination provisions; and

        (2)   the trustee or the Holder has actual knowledge that the payment is prohibited; the trustee or the Holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative, which, with respect to any and all Indebtedness outstanding under the Credit Agreement, shall mean the agent for such holders.

        We must promptly notify holders of Senior Debt if payment of the notes is accelerated because of an Event of Default.

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        The Guarantee of each Guarantor will be subordinated to Senior Debt of such Guarantor to the same extent and in the same manner as the notes are subordinated to our Senior Debt.

        As a result of the subordination provisions described above, in the event of our bankruptcy, liquidation or reorganization, Holders of notes may recover less ratably than our creditors who are holders of Senior Debt. See "Risk Factors—Risks Relating to the Exchange Offer and the Exchange Notes—Your right to receive payments on the notes and guarantees is subordinated to our and the guarantors' senior debt."

Optional Redemption

        At any time prior to November 15, 2006, we may on one or more occasions redeem up to 35% of the aggregate principal amount of notes (including any additional notes) issued under the indenture at a redemption price of 106.875% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of any Equity Offering of our common stock; provided that:

        (1)   at least 65% of the initial aggregate principal amount of notes issued under the indenture remains outstanding immediately after the occurrence of such redemption (excluding notes held by us and our Subsidiaries); and

        (2)   the redemption occurs within 90 days of the date of the closing of such Equity Offering.

        Except pursuant to the preceding paragraph, the notes will not be redeemable at our option prior to November 15, 2008.

        After November 15, 2008, we may redeem all or a part of the notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on November 15 of the years indicated below:

Year	Percentage
2008	103.438%
2009	102.292%
2010	101.146%
2011 and thereafter	100.000%

Mandatory Redemption

        We are not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each Holder of notes will have the right to require us to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, we will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the notes repurchased, to the date of purchase. Within 30 days following any Change of Control, we will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which

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date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, we will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such conflict.

        On the Change of Control Payment Date, we will, to the extent lawful:

        (1)   accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

        (2)   deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

        (3)   deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by us.

        The paying agent will promptly mail to each Holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $1,000 or an integral multiple of $1,000.

        Prior to complying with any of the provisions of this "Change of Control" covenant, but in any event within 90 days following a Change of Control, we will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of notes required by this covenant. We will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require us to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the Holders of the notes to require that we repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        We will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by us and purchases all notes properly tendered and not withdrawn under the Change of Control Offer.

        Notwithstanding the foregoing, we shall not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, we have made an offer to purchase (an "Alternate Offer") any and all notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all notes properly tendered in accordance with the terms of such Alternate Offer.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of our or our Subsidiaries' properties or assets taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require us to repurchase its notes as a result of a sale,

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lease, transfer, conveyance or other disposition of less than all of our and our Subsidiaries' assets taken as a whole to another Person or group may be uncertain.

Asset Sales

        We will not, and will not permit any of our Restricted Subsidiaries to, consummate an Asset Sale unless:

        (1)   we (or the Restricted Subsidiary, as the case may be) receive consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests of any Restricted Subsidiary issued or sold or otherwise disposed of;

        (2)   the fair market value is determined by our Board of Directors and evidenced by a resolution of the Board of Directors set forth in an officer's certificate delivered to the trustee; and

        (3)   at least 75% of the consideration received in the Asset Sale by us or such Subsidiary is in the form of cash, Cash Equivalents and/or Replacement Assets. For purposes of this provision, each of the following will be deemed to be cash:

        (a)   any liabilities, as shown on our or such Restricted Subsidiary's most recent balance sheet, of us or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Restricted Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases us or such Subsidiary from further liability; and

        (b)   any securities, notes or other obligations received by us or any such Restricted Subsidiary from such transferee that are, subject to ordinary settlement periods, converted by us or such Restricted Subsidiary into cash within 90 days, to the extent of the cash received in that conversion; and

        (c)   any Designated Non-Cash Consideration received by us or any of our Restricted Subsidiaries in an Asset Sale.

        Within 365 days after the receipt of any Net Proceeds from an Asset Sale, we may apply those Net Proceeds at our option:

        (1)   to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

        (2)   to acquire all or substantially all of the assets of, or all or a majority of the Voting Stock of another Permitted Business; or

        (3)   to acquire other long-term assets or property that are used or useful in a Permitted Business or to make a capital expenditure (or enter into a definitive agreement committing to make such acquisition or expenditure within six months after the date of such agreement; provided that if such agreement is terminated, we may invest such Net Proceeds prior to the end of such 365-day period, or if later, prior to the end of such six-month period referred to in this clause (3)).

Pending the final application of any Net Proceeds, we may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0 million, we will make an Asset Sale Offer to all Holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase

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the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, we may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis as described below under "Selection and Notice" or such other manner as the trustee deems appropriate. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds then remaining, if any, will be reset at zero.

        We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

        The agreements governing our outstanding Senior Debt, including NeighborCare's New Credit Agreement, prohibit us from purchasing any notes, and also provide that certain change of control or asset sale events with respect to us would constitute a default under these agreements. Any future credit agreements, or other agreements relating to Senior Debt to which we become a party, may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when we are prohibited from purchasing notes, we could seek the consent of our senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If we do not obtain such a consent or repay such borrowings, we will remain prohibited from purchasing notes. In such case, our failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the indenture would likely restrict or prohibit payments to the Holders of notes.

Selection and Notice

        If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows:

        (1)   if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

        (2)   if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

        No notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

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Certain Covenants

Restricted Payments

        We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly:

        (1)   declare or pay any dividend or make any other payment or distribution on account of our or any of our Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving us or any of our Restricted Subsidiaries), other than in connection with the Spin-off, or to the direct or indirect holders of our or any of our Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of us or to us or a Restricted Subsidiary of us);

        (2)   purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving us) any Equity Interests of us or any direct or indirect parent of us;

        (3)   make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Obligations of us or any Guarantor, except (x) a payment of interest or principal at the Stated Maturity thereof; or (y) any payment made with Equity Interests (other than Disqualified Stock) and (z) any payment with respect to Subordinated Obligations owed to us or any of the Guarantors; or

        (4)   make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as "Restricted Payments"),

        unless, at the time of and after giving effect to such Restricted Payment:

        (1)   no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

        (2)   we would, at the time of such Restricted Payment and after giving pro forma effect thereto (including the pro forma application of the net proceeds therefrom) as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;" and

        (3)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by us and our Restricted Subsidiaries after the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (7)(i), (8), (9) and (10) of the next succeeding paragraph and up to $5.0 million permitted by clause (6) of the next succeeding paragraph), is less than the sum, without duplication, of:

        (a)   50% of our Consolidated Net Income for the period (taken as one accounting period) from June 30, 2003 to the end of our most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

        (b)   100% of the aggregate net cash proceeds received by us since the date of the indenture as a contribution to our common equity capital or from the issue or sale of our Equity Interests (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of us that have been converted into or exchanged for such Equity Interests (other than Equity Interests or Disqualified Stock or debt securities sold to a Subsidiary of us), plus

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        (c)   to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or Cash Equivalents or otherwise liquidated or repaid for cash or Cash Equivalents, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment, plus

        (d)   to the extent that any Unrestricted Subsidiary of us is redesignated as a Restricted Subsidiary after the date of the indenture, the lesser of (i) the fair market value of our Investment in such Subsidiary as of the date of such redesignation or (ii) such fair market value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary, plus

        (e)   any amount which previously qualified as a Restricted Payment on account of any Guarantee entered into by us or any Restricted Subsidiary; provided that such Guarantee has not been called upon and the obligation arising under such Guarantee no longer exists.

        So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

        (1)   the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the indenture;

        (2)   the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Obligations of us or any Guarantor or of any of our Equity Interests in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of us) of, our Equity Interests (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3) (b) of the preceding paragraph;

        (3)   the defeasance, redemption, repurchase or other acquisition of our or any Guarantor's Subordinated Obligations with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

        (4)   the payment of any dividend or similar distribution by a Restricted Subsidiary of us to the holders of its Equity Interests on a pro rata basis;

        (5)   the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of us or any Restricted Subsidiary of us held by any of our officers or directors (or any of our Restricted Subsidiaries) pursuant to any management equity subscription agreement, any compensation, retirement, disability, severance or benefit plan or agreement, any employment agreement, incentive plan or agreement, any stock option plan or agreement or similar plan or agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any twelve-month period;

        (6)   any purchase, redemption or other acquisition of Equity Interests of a Permitted Joint Venture which is required to be purchased, redeemed or otherwise acquired by applicable law or the terms of the organizational or governing documents or agreements;

        (7)   the payment of any scheduled or required dividend (whether in cash or in kind) and any scheduled or required repayment of the stated amount, liquidation preference or any similar amount at final maturity or on any scheduled or required redemption or repurchase date, to holders of any class or series of our Disqualified Stock issued in compliance with the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," provided that scheduled or required dividends on such Disqualified Stock are included in the

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definition of "Fixed Charges;" provided that such payments were scheduled or required to be paid in the original documentation governing such series of Disqualified Stock of us (it being understood that the foregoing provisions of this clause (7) shall not be deemed to permit the payment of any dividend or similar distribution, or the payment of the stated amount, liquidation preference or any similar amount, prior to the date originally scheduled or required for the payment thereof);

        (8)   payments in lieu of fractional shares;

        (9)   the Spin-off and all transactions that are necessary or are contemplated to be performed in connection therewith; and

        (10) other Restricted Payments pursuant to this clause (10) in an aggregate amount since the date of the indenture not to exceed $15.0 million.

        The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by us or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors whose resolution with respect thereto will be delivered to the trustee. The Board of Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $10.0 million. Not later than the date of making any Restricted Payment, we will deliver to the trustee an officers' certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed, together with a copy of any fairness opinion or appraisal required by the indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

        We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and we will not issue any Disqualified Stock and will not permit any of our Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that we may incur Indebtedness (including Acquired Debt) or issue preferred stock or Disqualified Stock, and any of our Restricted Subsidiaries that are Guarantors may incur Indebtedness, if the Fixed Charge Coverage Ratio for our most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.00 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

        The first paragraph of this covenant will not prohibit any of the following (collectively, "Permitted Debt"):

        (1)   the incurrence by us or any Guarantor of Indebtedness and letters of credit under one or more Credit Facilities (including, without limitation, our New Credit Facility) and Guarantees thereof by the Guarantors, provided that, the aggregate principal amount of Indebtedness of us and the Guarantors incurred pursuant to this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of us and the Guarantor thereunder) does not exceed an amount equal to $150.0 million;

        (2)   the incurrence by us and our Restricted Subsidiaries of the Existing Indebtedness;

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        (3)   the incurrence by us and the Guarantors of Indebtedness represented by the notes to be issued on the date of the indenture (and the related Exchange Notes to be issued pursuant to this prospectus), and the incurrence by the Guarantors of the Subsidiary Guarantees of those notes;

        (4)   the incurrence by us or any of our Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of us or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $25.0 million at the time of such incurrence;

        (5)   the incurrence by us or any of our Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (12), (13), (16) or (17) of this paragraph;

        (6)   the incurrence by us or any of our Restricted Subsidiaries of intercompany Indebtedness between or among us and any of our Restricted Subsidiaries that are Guarantors; provided, however, that

        (a)   if we are the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes;

        (b)   if a Restricted Subsidiary of us is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of such Restricted Subsidiary's Subsidiary Guarantee; and

        (i)    any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than us or a Restricted Subsidiary of us that is a Guarantor and

        (ii)   any sale or other transfer of any such Indebtedness to a Person that is not either us or a Restricted Subsidiary of us that is a Guarantor shall be deemed, in each case, to constitute an incurrence of such Indebtedness by us or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

        (7)   the incurrence by us or any of our Restricted Subsidiaries of Hedging Obligations that are incurred in the normal course of business and consistent with past business practices for the purpose of fixing or hedging interest rate risk (including with respect to any floating rate Indebtedness that is permitted by the terms of the indenture to be outstanding in connection with the conduct of their respective businesses and not for speculative purposes);

        (8)   the guarantee by us or any of the Guarantors of Indebtedness of us or a Restricted Subsidiary of us that was permitted to be incurred by another provision of this covenant "—Incurrence of Indebtedness and Issuance of Preferred Stock;"

        (9)   the incurrence by our Unrestricted Subsidiaries of Non-recourse Debt; provided, however, that if any such Indebtedness ceases to be Non-recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of us that was not permitted by this clause (9);

        (10) the incurrence by us or any of our Restricted Subsidiaries of Indebtedness arising from guarantees of Indebtedness of us or any Restricted Subsidiary or the agreements of us or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business,

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assets or Capital Stock of a Restricted Subsidiary; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by us and our Restricted Subsidiaries in connection with such disposition;

        (11) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds;

        (12) the incurrence by us or any of our Restricted Subsidiaries of Indebtedness to the extent the proceeds thereof are deposited to defease the notes as described under the caption "—Legal Defeasance and Covenant Defeasance;"

        (13) [Intentionally Omitted];

        (14) the incurrence by us or any of our Restricted Subsidiaries of Indebtedness represented by workers' compensation claims and other statutory or regulatory obligations, self-insurance obligations, letters of credit, performance bonds, warranty or contractual service obligations or appeal bonds, in each case to the extent incurred in the ordinary course of business of us or such Restricted Subsidiary;

        (15) the incurrence by us or any of the Guarantors of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (15), not to exceed $50.0 million;

        (16) Guarantees and other Indebtedness or Disqualified Stock that constitute a Permitted Investment or a payment permitted under the covenant described under the caption "Restricted Payments;" and

        (17) the incurrence by us or any Restricted Subsidiary of subordinated unsecured Indebtedness to the extent the proceeds thereof are used to purchase notes pursuant to a Change of Control Offer.

        For purposes of determining compliance with this covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (17) above as of the date of incurrence thereof or is entitled to be incurred pursuant to the first paragraph of this covenant as of the date of incurrence thereof, we shall, in our sole discretion, classify (or later classify in whole or in part, in our sole discretion) such item of Indebtedness in any manner that complies with this covenant and such Indebtedness will be treated as having been incurred pursuant to such clauses or the first paragraph hereof, as the case may be, designated by us. Indebtedness under Credit Facilities outstanding on the date of the indenture will not be deemed to have been incurred until the date of the application of the proceeds from the Spin-off and will be deemed to have been incurred on such date in reliance of the exception provided by clause (1) of the definition of Permitted Debt. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant.

Liens

        We will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur or assume any consensual Liens of any kind against or upon any of their respective property (including Capital Stock of a Restricted Subsidiary) or assets, whether owned at the closing of the offering or

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thereafter acquired, or any proceeds, income or profit therefrom that secure Senior Subordinated Indebtedness or Subordinated Obligations, unless:

        (1)   in the case of Liens securing Subordinated Obligations, the notes are secured by a Lien on such property (including Capital Stock of a Restricted Subsidiary), assets, proceeds, income or profit that is senior in priority to such Liens; and

        (2)   in the case of Liens securing Senior Subordinated Indebtedness, the notes are equally and ratably secured by a Lien on such property (including Capital Stock of a Restricted Subsidiary), assets, proceeds, income or profit.

        Notwithstanding the foregoing, no restriction will apply to:

(1)

Liens imposed by law, including carriers', warehousemen's and mechanics' Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made in respect thereof;



(2)

Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;



(3)

Liens in favor of issuers of surety or performance bonds or letters of credit or bankers' acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;



(4)

encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;



(5)

pledges or deposits by us or any of our Restricted Subsidiaries under workers' compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which we or any of our Restricted Subsidiaries is a party, or deposits to secure public or statutory obligations of us or any of our Restricted Subsidiaries or deposits of cash or United States government bonds to secure surety or appeal bonds to which we or any of our Restricted Subsidiaries is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;



(6)

Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under the indenture, secured by a Lien on the same property securing such Hedging Obligation;



(7)

leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights), which do not materially interfere with the ordinary conduct of the business of us or any of our Restricted Subsidiaries;



(8)

judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

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(9)

Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations, purchase money obligations or other payments incurred to finance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided that:



(a)

the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred under the indenture and does not exceed the cost of the assets or property so acquired or constructed; and



(b)

such Liens are created within 180 days of construction or acquisition of such assets or property and do not encumber any other assets or property of us or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;



(10)

Liens arising solely by virtue of any statutory or common law provisions relating to banker's Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that:



(a)

such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by us in excess of those set forth by regulations promulgated by the Federal Reserve Board; and



(b)

such deposit account is not intended by us or any Restricted Subsidiary to provide collateral to the depository institution;



(11)

Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by us and our Restricted Subsidiaries in the ordinary course of business;



(12)

Liens existing on the date of the indenture;



(13)

Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided further, however, that any such Lien may not extend to any other property owned by us or any Restricted Subsidiary;



(14)

Liens on property at the time we or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into us or any Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by us or any Restricted Subsidiary;



(15)

Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to us or another Restricted Subsidiary;



(16)

Liens securing the Notes and Subsidiary Guarantees; and



(17)

any interest or title of a lessor under any Capitalized Lease Obligation or operating lease.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (1)   pay dividends or make any other distributions on its Capital Stock to us or any of our Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to us or any of our Restricted Subsidiaries;

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        (2)   make loans or advances to us or any of our Restricted Subsidiaries; or

        (3)   transfer any of its properties or assets to us or any of our Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

        (1)   agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of the indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;

        (2)   the indenture, the notes and the Subsidiary Guarantees;

        (3)   applicable law;

        (4)   any instrument governing Indebtedness or Capital Stock of a Person acquired by us or any of our Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

        (5)   customary non-assignment provisions in leases, intellectual property agreements and licenses entered into in the ordinary course of business and consistent with past practices;

        (6)   purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph;

        (7)   any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

        (8)   Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

        (9)   Liens securing Indebtedness otherwise permitted to exist or be incurred under the provisions of the covenant described above under the caption "—Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;

        (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

        (11) any agreement relating to a sale and leaseback transaction or Capital Lease Obligation, in each case, otherwise permitted by the indenture, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease;

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        (12) restrictions imposed in connection with a financing transaction involving a sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing) or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by the "—Incurrence of Indebtedness and Issuance of Preferred Stock;" and

        (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or imposed by governmental agencies or authorities.

Merger, Consolidation or Sale of Assets

        We may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not we are the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of us and our Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

        (1)   either: (a) we are the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than us) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

        (2)   the Person formed by or surviving any such consolidation or merger (if other than us) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of us under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;

        (3)   immediately after such transaction no Default or Event of Default exists; and

        (4)   we or the Person formed by or surviving any such consolidation or merger (if other than us), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock."

        In addition, we may not, directly or indirectly, lease all or substantially all of our properties or assets, in one or more related transactions, to any other Person.

        The entity or person formed by or surviving any consolidation or merger (if other than us) will succeed to, and be substituted for, and may exercise every right and power of us under the indenture, but, in the case of a lease of all or substantially all its assets, we will not be released from the obligation to pay the principal of and interest on the notes.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by us and our Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption "—Restricted Payments" or Permitted Investments, as determined by us. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the

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definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Transactions with Affiliates

        We will not, and will not permit any of our Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

        (1)   the Affiliate Transaction is on terms that are no less favorable to us or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by us or such Restricted Subsidiary with an unrelated Person; and

        (2)   We deliver to the trustee:

        (a)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

        (b)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

        (1)   any employment agreement entered into by us or any of our Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of us or such Restricted Subsidiary;

        (2)   transactions between or among us and/or our Restricted Subsidiaries;

        (3)   performance of all agreements in existence on the issue date of the indenture or to be entered into with GHC in connection with the Spin-off as contemplated in this prospectus and any modification thereto or any transaction contemplated thereby in any replacement agreement therefor so long as such modification or replacement is not materially more disadvantageous to us or any of our Restricted Subsidiaries than the original agreement in effect on the date of the indenture;

        (4)   transactions in connection with a financing transaction involving a sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing) or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;"

        (5)   transactions with a Person that is an Affiliate of us solely because we own an Equity Interest in such Person;

        (6)   any issuance of Equity Interests, securities or any other reasonable payments of compensation, retirement, disability, severance, employee benefit awards, incentive awards, director fees, reimbursement of expenses and indemnity to officers, directors and employees in the ordinary course of business;

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        (7)   sales of Equity Interests (other than Disqualified Stock) to Affiliates of us;

        (8)   Permitted Investments;

        (9)   Restricted Payments that are permitted by the provisions of the indenture described above under the caption "—Restricted Payments;"

        (10) all transactions and agreements that are necessary to enter into in connection with, or as contemplated by, the Spin-off;

        (11) any reimbursement by a Permitted Joint Venture for the services of employees of us or any of our Restricted Subsidiaries and the provision of such services to such Permitted Joint Venture by us or our Restricted Subsidiaries, in either case, in the ordinary course of business; and

        (12) any reimbursement by a Permitted Joint Venture for pharmaceutical products provided by us or any of our Restricted Subsidiaries, which products were purchased pursuant to a pharmaceutical products supply agreement to which we or any of our Restricted Subsidiaries are a party.

Additional Subsidiary Guarantees

        If we or any of our Restricted Subsidiaries acquire or create another Subsidiary after the date of the indenture that guarantees NeighborCare's Existing Credit Agreement, then that newly acquired or created Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 10 Business Days of the date on which it was acquired or created; provided, however, that the foregoing shall not apply to Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with the indenture for so long as they continue to constitute Unrestricted Subsidiaries.

No Senior Subordinated Debt

        We will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any of our Senior Debt and senior in any respect in right of payment to the notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor's Subsidiary Guarantee.

Business Activities

        We will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to us and our Subsidiaries, taken as a whole.

Payments for Consent

        We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all Holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

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Reports

        Whether or not required by the Commission, so long as any notes are outstanding, we will furnish to the Holders of notes, within the time periods specified in the Commission's rules and regulations:

        (1)   all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if we were required to file such Forms, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by our certified independent accountants; and

        (2)   all current reports that would be required to be filed with the Commission on Form 8-K if we were required to file such reports;

provided, however, that we will not be required to furnish such information to the Holders to the extent such information is electronically filed with the Commission and is electronically available to the public free of cost.

        If we have designated any of our Subsidiaries as Unrestricted Subsidiaries, then either (i) the quarterly and annual financial information required by the preceding paragraph or (ii) a separate report furnished to the Holders will include a reasonably detailed presentation of our financial condition and results of operations and our Restricted Subsidiaries separate from the financial condition and results of operations of our Unrestricted Subsidiaries, as required by federal securities laws.

        In addition, following the consummation of the exchange offer described in this prospectus, whether or not required by the Commission, we will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, we and the Subsidiary Guarantors have agreed that, for so long as any notes remain outstanding, we will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, to the extent such information is not electronically filed with the Commission and electronically available to the public free of cost.

Events of Default and Remedies

        Each of the following is an Event of Default:

        (1)   default for 30 days in the payment when due of interest on, or Additional Interest with respect to, the notes (whether or not prohibited by the subordination provisions of the indenture);

        (2)   default in payment when due of the principal of or premium, if any, on the notes (whether or not prohibited by the subordination provisions of the indenture);

        (3)   failure by us or any of our Restricted Subsidiaries to comply with the provisions described under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets;"

        (4)   failure by us or any of our Restricted Subsidiaries for 30 days after notice to comply with the provisions described under the captions "—Certain Covenants—Restricted Payments," "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," "—Repurchase at the Option of Holders—Asset Sales" or "—Repurchase at the Option of Holders—Change of Control;"

        (5)   failure by us or any of our Restricted Subsidiaries for 60 days after notice to comply with any of its other agreements in the indenture or the notes;

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        (6)   default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by us or any of our Restricted Subsidiaries (or the payment of which is guaranteed by us or any of our Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, if that default:

        (a)   is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or

        (b)   results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more;

        (7)   failure by us or any of our Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; and

        (8)   except as permitted by the indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and

        (9)   certain events of bankruptcy or insolvency described in the indenture with respect to us or any Restricted Subsidiaries that would constitute a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to us, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

        Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from Holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest on the notes or Additional Interest.

        The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the Holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, the notes.

        In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of us with the intention of avoiding payment of the premium that we would have had to pay if we then had elected to redeem the notes pursuant to the optional redemption provisions of the indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. If an Event of Default occurs prior to November 15, 2008, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of us with the intention of avoiding the prohibition on redemption of the notes prior to

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November 15, 2008, then the premium specified in the indenture will also become immediately due and payable to the extent permitted by law upon the acceleration of the notes.

        We are required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, we are required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Shareholders

        No director, officer, employee, incorporator or shareholder of us or any Guarantor, as such, will have any liability for any obligations of us or the Guarantors under the notes, the indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        We may, at our option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees ("Legal Defeasance") except for:

        (1)   the rights of Holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such notes when such payments are due from the trust referred to below;

        (2)   our obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

        (3)   the rights, powers, trusts, duties and immunities of the trustee, and our and the Guarantors' obligations in connection therewith; and

        (4)   the Legal Defeasance provisions of the indenture.

        In addition, we may, at our option and at any time, elect to have our obligations and Guarantors' released with respect to certain covenants that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   We must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and we must specify whether the notes are being defeased to maturity or to a particular redemption date;

        (2)   in the case of Legal Defeasance, we have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there

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has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, we have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

        (5)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which we or any of our Subsidiaries is a party or by which we or any of our Subsidiaries is bound;

        (6)   we must deliver to the trustee an officers' certificate stating that the deposit was not made by us with the intent of preferring the Holders of notes over our other creditors with the intent of defeating, hindering, delaying or defrauding creditors of us or others; and

        (7)   we must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

        Without the consent of each Holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting Holder):

        (1)   reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver;

        (2)   reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders");

        (3)   reduce the rate of or change the time for payment of interest on any note;

        (4)   waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);

        (5)   make any note payable in money other than that stated in the notes;

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        (6)   make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the notes;

        (7)   waive a redemption payment with respect to any note (including a payment required by one of the covenants described above under the caption "—Repurchase at the Option of Holders");

        (8)   release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture; or

        (9)   make any change in the preceding amendment and waiver provisions.

        Any amendment or supplement to the provisions of the indenture relating to the subordination or legal or covenant defeasance provisions that materially adversely affects the rights of the holders of Senior Debt then outstanding will require the consent of such holders of Senior Debt or the agent therefor, acting on their behalf.

        Notwithstanding the preceding, without the consent of any Holder of notes, we, the Guarantors and the trustee may amend or supplement the indenture or the notes:

        (1)   to cure any ambiguity, defect or inconsistency;

        (2)   to provide for uncertificated notes in addition to or in place of certificated notes;

        (3)   to provide for the assumption of our obligations to Holders of notes in the case of a merger or consolidation or sale of all or substantially all of our assets;

        (4)   to make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the indenture of any Holder;

        (5)   to comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

        (6)   to provide for the issuance of additional notes in accordance with the limitation set forth in the indentures;

        (7)   to release a Guarantor from its obligations under its Subsidiary Guarantee or the indenture in accordance with the terms of the indenture;

        (8)   to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the notes; and

        (9)   to evidence and provide the acceptance of the appointment of a successor Trustee under the indenture.

Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

        (1)   either:

        (a)   all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to us, have been delivered to the trustee for cancellation; or

        (b)   all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year, and we have irrevocably deposited or caused to be

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deposited with the trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

        (2)   no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which we or any Guarantor is a party or by which we or any Guarantor is bound;

        (3)   we have paid or caused to be paid (or deposited for payment as set forth above) all sums payable by it under the indenture; and

        (4)   we have delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, we must deliver an officers' certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the trustee becomes a creditor of us or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest, it must (i) eliminate such conflict within 90 days, (ii) apply to the Commission for permission to continue or (iii) resign.

        The Holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder of notes, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

        Anyone who receives this prospectus may obtain a copy of the indenture and registration rights agreement without charge by writing to NeighborCare, Inc., 601 East Pratt Street, 3rd Floor, Baltimore, Maryland 21202, Attention: Investor Relations.

Book-Entry, Delivery and Form

        The exchange notes will be issued in fully registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. All holders of exchange notes who exchanged their initial notes in the exchange offer will hold their interests through the global notes regardless of whether they purchased their interests pursuant to Rule 144A under the Securities Act or Regulation S.

        The Global Notes will be deposited upon issuance with the trustee as custodian for The Depositary Trust Company ("DTC"), in New York, New York, and registered in the name of Cede & Co., as

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nominee of DTC (such nominee being referred to herein as the "Global Note Holder"), in each case for credit to an account of a direct or indirect participant in DTC as described below.

        Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

        Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

        DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised us that, pursuant to procedures established by it:

        (1)   upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the Initial Purchasers with portions of the principal amount of the Global Notes; and

        (2)   ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

        Investors in the Global Notes who are Participants in DTC's system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take

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actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

        Except as described below, owners of interest in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "Holders" thereof under the indenture for any purpose.

        Payments in respect of the principal of, and interest and premium and Additional Interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the indenture. Under the terms of the indenture, we and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither we, the trustee nor any agent of us or the trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        DTC has advised us that it will take any action permitted to be taken by a Holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event

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of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither we nor the trustee nor any of our or their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if:

        (1)   DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes and we fail to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act;

        (2)   we, at our option, notify the trustee in writing that we elect to cause the issuance of the Certificated Notes; or

        (3)   there has occurred and is continuing a Default or Event of Default with respect to the notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Notes

        Certificated Notes may be exchanged for beneficial interests in any Global Note at any time.

Same Day Settlement and Payment

        We will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and Additional Interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. We will make all payments of principal, interest and premium and Additional Interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The notes represented by the Global Notes are expected to be eligible to trade in the PORTAL Market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or

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Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

Registration Rights; Additional Interest

        The following description is a summary of the material provisions of the registration rights agreement. It does not restate that agreement in its entirety. We urge you to read the registration rights agreement in its entirety because it, and not this description, defines your registration rights as Holders of these notes. See "—Additional Information."

        We, the Guarantors and the Initial Purchasers entered into the registration rights agreement on November 4, 2003. Pursuant to the registration rights agreement, we and the Guarantors agreed to file with the Commission the Exchange Offer Registration Statement on the appropriate form under the Securities Act with respect to the Exchange Notes. Upon the effectiveness of the Exchange Offer Registration Statement, we and the Guarantors will offer to the Holders of Transfer Restricted Securities pursuant to the Exchange Offer who are able to make certain representations the opportunity to exchange their Transfer Restricted Securities for Exchange Notes.

        If:

        (1)   we and the Guarantors are not

        (a)   required to file the Exchange Offer Registration Statement; or

        (b)   permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; or

        (2)   any Holder of Transfer Restricted Securities notifies us prior to the 20th day following consummation of the Exchange Offer that:

        (a)   it is prohibited by law or Commission policy from participating in the Exchange Offer; or

        (b)   that it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or

        (c)   that it is a broker-dealer and owns notes acquired directly from us or an affiliate of us.

        We and the Guarantors will file with the Commission a Shelf Registration Statement to cover resales of the notes by the Holders of the notes who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement.

        We and the Guarantors will use our reasonable best efforts to cause the applicable registration statement to be declared effective as promptly as possible by the Commission.

        For purposes of the preceding, "Transfer Restricted Securities" means:

        (1)   each note and the related Guarantees, until the earliest to occur of:

        (a)   the date on which such note is exchanged in the Exchange Offer for an Exchange Note which is entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act;

        (b)   the date on which such note has been disposed of in accordance with a Shelf Registration Statement; or

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        (c)   the date on which such note is distributed to the public pursuant to Rule 144 under the Securities Act and

        (2)   each Exchange Note and the related Guarantees acquired by a broker-dealer in exchange for a note acquired for its own account as a result of market making activities or other trading activities until the date on which such Exchange Note is disposed of by a broker-dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including the delivery of the prospectus contained therein).

The registration rights agreement provides that:

        (1)   we and the Guarantors will use our reasonable best efforts to file an Exchange Offer Registration Statement with the Commission on or prior to April 30, 2004;

        (2)   we and the Guarantors will use our reasonable best efforts to have the Exchange Offer Registration Statement declared effective by the Commission on or prior to July 15, 2004;

        (3)   unless the Exchange Offer would not be permitted by applicable law or Commission policy, we and the Guarantors will

        (a)   commence the Exchange Offer; and

        (b)   use our reasonable best efforts to issue on or prior to 45 business days, or longer, if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Exchange Notes in exchange for all notes tendered prior thereto in the Exchange Offer; and

        (4)   if obligated to file the Shelf Registration Statement, we and the Guarantors will use our reasonable best efforts to file the Shelf Registration Statement with the Commission on or prior to 60 days after such filing obligation arises and to cause the Shelf Registration to be declared effective by the Commission on or prior to 120 days after such obligation arises.

        If:

        (1)   we and the Guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing; or

        (2)   any of such registration statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date"); or

        (3)   we and the Guarantors fail to consummate the Exchange Offer within 45 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or

        (4)   the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the registration rights agreement (each such event referred to in clauses (1) through (4) above, a "Registration Default"),

then we and the Guarantors will pay Additional Interest to each Holder of notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to $.05 per week per $1,000 principal amount of notes held by such Holder ("Additional Interest").

        The amount of the Additional Interest will increase by an additional $.05 per week per $1,000 principal amount of notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest for all Registration Defaults of $.50 per week per $1,000 principal amount of notes.

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        All accrued Additional Interest will be paid by us and the Guarantors on each Damages Payment Date to the Global Note Holder by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

        Following the cure of all Registration Defaults, the accrual of Additional Interest will cease.

        Holders of notes will be required to make certain representations to us (as described in the registration rights agreement) in order to participate in the Exchange Offer and will be required to deliver certain information to be used in connection with the Shelf Registration Statement and to provide comments on the Shelf Registration Statement within the time periods set forth in the registration rights agreement in order to have their notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest set forth above. By acquiring Transfer Restricted Securities, a Holder will be deemed to have agreed to indemnify us and the Guarantors against certain losses arising out of information furnished by such Holder in writing for inclusion in any Shelf Registration Statement. Holders of notes will also be required to suspend their use of the prospectus included in the Shelf Registration Statement under certain circumstances upon receipt of written notice to that effect from us.

Certain Definitions

        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "Acquired Debt" means, with respect to any specified Person:

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

        "Asset Sale" means:

        (1)   the sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory in the ordinary course of business consistent with past practices; provided that the sale, conveyance or other disposition of all or substantially all of the assets of NeighborCare and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and

        (2)   the issuance of Equity Interests in any of NeighborCare's Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries.

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        Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

        (1)   any single transaction or series of related transactions that involves assets having a fair market value of less than $10.0 million;

        (2)   a transfer of assets between or among NeighborCare and its Restricted Subsidiaries or between or among Restricted Subsidiaries;

        (3)   an issuance of Equity Interests by a Restricted Subsidiary to NeighborCare or to another Restricted Subsidiary;

        (4)   a sale, lease, transfer, conveyance or other distribution effected in compliance with the provisions described under the caption "Merger, Consolidation or Sale of Assets";

        (5)   a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption "—Certain Covenants—Restricted Payments";

        (6)   the Spin-off and all transactions that are necessary or are contemplated to be performed in connection therewith;

        (7)   the sale or other disposition of cash or Cash Equivalents;

        (8)   the sale, lease, conveyance or other disposition of any property or assets recorded on the balance sheet as of June 30, 2003 of NeighborCare as being held for sale;

        (9)   a Permitted Asset Swap;

        (10) the subletting of real property in the ordinary course of business;

        (11) the sale, lease or other disposition or replacement of (i) accounts receivable in the ordinary course of business, or (ii) equipment, inventory or property that has become obsolete, worn out, damaged or no longer useful in the conduct of NeighborCare's business and that is disposed of in the ordinary course of business; and

        (12) any loans of equipment to customers of NeighborCare or any Restricted Subsidiary in the ordinary course of business for use with the products or services of NeighborCare or any Restricted Subsidiary.

        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

        "Board of Directors" means:

        (1)   with respect to a corporation, the board of directors of the corporation;

        (2)   with respect to a partnership, the board of directors of the general partner of the partnership; and

        (3)   with respect to any other Person, the board or committee of such Person serving a similar function.

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        "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   in the case of any other entity, any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Cash Equivalents" means:

        (1)   United States dollars;

        (2)   securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

        (3)   certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of "B" or better;

        (4)   repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

        (5)   commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and in each case maturing within six months after the date of acquisition; and

        (6)   money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

        "Change of Control" means the occurrence of any of the following:

        (1)   the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of NeighborCare and its Restricted Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Spin-off, and other than any such transaction where the Voting Stock of NeighborCare outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance);

        (2)   the adoption of a plan relating to the liquidation or dissolution of NeighborCare;

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        (3)   the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), becomes the Beneficial Owner, directly or indirectly, of more than 35% of the Voting Stock of NeighborCare, measured by voting power rather than number of shares;

        (4)   the first day on which a majority of the members of the Board of Directors of NeighborCare are not Continuing Directors; or

        (5)   NeighborCare consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, NeighborCare, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of NeighborCare or such other Person is converted into or exchanged for cash, securities or other property, other than the merger of GHC with and into NeighborCare if the Spin-off does not occur by February 27, 2004, and, other than any such transaction where the Voting Stock of NeighborCare outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

        "Commission" means the Securities and Exchange Commission.

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

        (1)   any "non-recurring" charges that would be permitted under Item 10 of Regulation S-K to be excluded from non-GAAP financial measures in any registration statement filed with the Commission; provided that such "non-recurring charges" are not included in the definition of "Consolidated Net Income"; plus

        (2)   provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

        (3)   consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

        (4)   depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

        (5)   non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

        in each case, on a consolidated basis and determined in accordance with GAAP.

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        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

        (1)   the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

        (2)   the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders; and

        (3)   the cumulative effect of a change in accounting principles will be excluded.

        "Consolidated Tangible Assets" means the total assets, less goodwill and other intangibles, shown on our most recent consolidated balance sheet, determined on a consolidated basis in accordance with GAAP less all write-ups (other than write-ups in connection with acquisitions) subsequent to the date of the indenture in the book value of any asset (except any such intangible assets) owned by NeighborCare or any of its Restricted Subsidiaries.

        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of NeighborCare who:

        (1)   was a member of such Board of Directors on the date of the indenture; or

        (2)   was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

        "Credit Facilities" means one or more debt facilities or agreements (including, without limitation, NeighborCare's Existing Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders or investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured or refinanced (including any agreement to increase the amount of available borrowings thereunder, extend the maturity thereof and add additional borrowers or guarantors) in whole or in part from time to time under the same or any other agent, lender or group of lenders.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Designated Non-Cash Consideration" means the fair market value of total consideration received by NeighborCare or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an officer's certificate, setting forth the basis of such valuation, executed by NeighborCare's principal executive officer and principal financial officer, less the amount of cash or Cash Equivalents received in connection with the Asset Sale; provided, however, the total amount of Designated Non-Cash Consideration outstanding at one time does not exceed the greater of $25.0 million and 2.5% of Consolidated Tangible Assets.

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        "Designated Senior Debt" means (i) any Indebtedness outstanding under NeighborCare's Existing Credit Agreement and (ii) any other Senior Debt permitted hereunder the principal amount of which is $50.0 million or more and that has been designated by NeighborCare as "Designated Senior Debt."

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require NeighborCare to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that NeighborCare may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments."

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means any public or private sale of Capital Stock (other than Disqualified Stock) made for cash on a primary basis by NeighborCare after the date of the indenture.

        "Existing Indebtedness" means up to $296.7 million in aggregate principal amount of Indebtedness of NeighborCare and its Subsidiaries (other than Indebtedness under NeighborCare's Existing Credit Agreement) in existence on the date of the indenture, until such amounts are repaid.

        "Existing Preferred Stock" means NeighborCare's Series A Convertible Preferred Stock.

        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

        (1)   the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

        (2)   the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

        (3)   any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon, but only if the outstanding Indebtedness that is Guaranteed or secured by a Lien is in the aggregate greater than $15.0 million; plus

        (4)   the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of NeighborCare (other than Disqualified Stock) or to NeighborCare or a Restricted Subsidiary of NeighborCare, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

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        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

        In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

        (1)   acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (calculated in accordance with Regulation S-X) as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income; and

        (2)   the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and

        (3)   the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of the indenture.

        "GHC" means Genesis HealthCare Corporation.

        "GHC Credit Agreement" means that certain Credit Agreement to be entered into by and among GHC, the Guarantors party thereto and the lenders from time to time party thereto, providing for a term loan and a revolving credit facility, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced (in whole or in part) from time to time, whether or not with the same lenders or agent.

        "GHC Notes" means the notes issued by GHC under an indenture among GHC, the guarantors thereunder and The Bank of New York, as the trustee.

        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

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        "Guarantors" means each of:

        (1)   NeighborCare's Restricted Subsidiaries that guarantee NeighborCare's Existing Credit Agreement; and

        (2)   any other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture; provided, however, that upon the release and discharge of any Person from its Subsidiary Guarantee in accordance with the indenture, such Person shall cease to be a Guarantor, and their respective successors and assigns.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

        (1)   interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

        (2)   other agreements or arrangements designed to protect such Person against fluctuations in interest rates.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

        (1)   in respect of borrowed money;

        (2)   evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

        (3)   in respect of banker's acceptances;

        (4)   representing Capital Lease Obligations;

        (5)   representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

        (6)   representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person.

        Notwithstanding anything in the foregoing to the contrary, Indebtedness shall not include trade payables or accrued expenses for property or services incurred in the ordinary course of business.

        The amount of any Indebtedness outstanding as of any date will be:

        (1)   the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

        (2)   the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If NeighborCare or

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any Restricted Subsidiary of NeighborCare sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of NeighborCare such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of NeighborCare, NeighborCare will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments;" provided that NeighborCare shall not have been deemed to have made an Investment pursuant to the foregoing if NeighborCare shall have previously or concurrently therewith been deemed to have made an Investment in connection with such Equity Interest. The acquisition by NeighborCare or any Restricted Subsidiary of NeighborCare of a Person that holds an Investment in a third Person will be deemed to be an Investment by NeighborCare or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments;" provided that NeighborCare shall not have been deemed to have made an Investment pursuant to the foregoing if NeighborCare shall have previously or concurrently therewith been deemed to have made an Investment in connection with such acquisition.

        "Item 10 of Regulation S-K" means Item 10 of Regulation S-K as adopted by the Commission and in effect on the date hereof.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

"NeighborCare's Existing Credit Agreement" means that certain Credit, Security, Guaranty and Pledge Agreement dated as of October 2, 2001, among NeighborCare, the guarantors referred to therein, the lenders referred to therein, First Union Securities, Inc. as Co-Lead Arranger, Goldman Sachs Credit Partners L.P. as Co-Lead Arranger and Syndication Agent, First Union National Bank as Administrative Agent and Collateral Agent, General Electric Capital Corporation as Collateral Monitoring Agent and Co-Documentation Agent and Citicorp USA, Inc. as Co-Documentation Agent, in existence on the date of this indenture, providing for up to $365 million of term loan borrowings and $150 million of revolving credit borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced (in whole or in part) from time to time, whether or not with the same lenders or agent.

        "NeighborCare's New Credit Agreement" means that certain Credit Agreement dated as of December 1, 2003 by and among NeighborCare, the Guarantors party thereto, the lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent, and General Electric Capital Corporation and ING Capital, LLC, as syndication agents, and LaSalle Bank National Association, as documentation agent providing for a $100.0 million revolving credit facility, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced (in whole or in part) from time to time, whether or not with the same lenders or agent.

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        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

        (1)   any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries;

        (2)   any extraordinary gain, together with any related provision for taxes on such extraordinary gain; and

        (3)   any non-cash, "non-recurring" charges that would be permitted under Item 10 of Regulation S-K to be excluded from non-GAAP financial measures in any registration statement filed with the Commission.

        "Net Proceeds" means the aggregate cash proceeds received by NeighborCare or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Senior Debt, secured by a Lien on the asset or assets that were the subject of such Asset Sale, all distributions and other payments required to be made to non-majority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

"Non-recourse Debt" means Indebtedness:

        (1)   as to which neither NeighborCare nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

        (2)   no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of NeighborCare or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

        (3)   as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of NeighborCare or any of its Restricted Subsidiaries.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Permitted Asset Swap" means sales, transfers or other dispositions of assets, including all of the outstanding Capital Stock of a Restricted Subsidiary, for consideration at least equal to the fair market value of the assets sold or disposed of, but only if the consideration received consists of Capital Stock of a Person that becomes a Restricted Subsidiary engaged in, or property or assets (other than cash, except to the extent used as a bona fide means of equalizing the value of the property or assets involved in the swap transaction) of a nature or type or that are used in, a business having property or assets of a nature or type, or engaged in a business similar or related to the nature or type of the

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property and assets of, or business of, NeighborCare and the Restricted Subsidiaries existing on the date of such sale or other disposition.

        "Permitted Business" means the lines of business conducted by NeighborCare and its Restricted Subsidiaries and Permitted Joint Ventures on November 4, 2003 and the businesses reasonably related thereto.

        "Permitted Investments" means:

        (1)   any Investment in NeighborCare or in a Restricted Subsidiary of NeighborCare that is a Guarantor;

        (2)   any Investment in Cash Equivalents;

        (3)   any Investment by NeighborCare or any Restricted Subsidiary of NeighborCare in a Person, if as a result of such Investment:

        (a)   such Person becomes a Restricted Subsidiary of NeighborCare and a Guarantor; or

        (b)   such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, NeighborCare or a Subsidiary of NeighborCare that is a Guarantor;

        (4)   Investments existing on the date of the indenture and any renewal or replacement thereof on terms and conditions not materially less favorable than that being renewed or replaced;

        (5)   Investments of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or at the time such Person merges or consolidates with NeighborCare or any of its Restricted Subsidiaries, in either case, in compliance with the indenture; provided that such Investments were not made by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such merger or consolidation;

        (6)   Investments in purchase price adjustments, contingent purchase price payments or other earn-out obligations received in connection with Investments otherwise permitted under the indenture;

        (7)   any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales" or any transaction not constituting an Asset Sale by reason of the $10.0 million threshold contained in the definition thereof;

        (8)   any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of NeighborCare;

        (9)   any Investments received in compromise of obligations of such persons incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

        (10) Hedging Obligations;

        (11) Investments not to exceed $40.0 million at any one time outstanding in Permitted Joint Ventures;

        (12) Investments represented by accounts receivable created or acquired in the ordinary course of business; intercompany Indebtedness to the extent permitted by the covenant described under the caption "Incurrence of Indebtedness and Issuance of Preferred Stock"; Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation,

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performance and other similar deposits made in the ordinary course of business and Investments to secure participation in government reimbursement programs; Investments by any qualified or nonqualified benefit plan established by NeighborCare or its Restricted Subsidiaries made in accordance with the terms of such plan, or any Investments made by NeighborCare or any Restricted Subsidiary in connection with the funding thereof; loans or advances to employees (other than executive officers to the extent not in compliance with Section 402 of the Sarbanes-Oxley Act of 2002) made in the ordinary course of business consistent with past practices of NeighborCare or its Restricted Subsidiaries; and the extension of trade credit in the ordinary course of business;

        (13) Investments in any Subsidiary that constitutes a special purpose entity formed for the primary purpose of financing receivables or for the primary purpose of issuing trust preferred or similar securities in a transaction permitted by the covenant described under the caption "Incurrence of Indebtedness and Issuance of Preferred Stock";

        (14) Guarantees of a Restricted Subsidiary of NeighborCare given by NeighborCare or another Restricted Subsidiary of NeighborCare, in each case, in accordance with the terms of the indenture; and

        (15) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) that are at the time outstanding, not to exceed the greater of $25.0 million or 5.0% of Consolidated Tangible Assets.

        "Permitted Joint Ventures" means any joint venture that NeighborCare or any Restricted Subsidiary or Unrestricted Subsidiary is a party to that is engaged in a Permitted Business, including without limitation, NeighborCare Pharmacy of Virginia, LLC, NeighborCare of New Hampshire, LLC, NeighborCare Home Medical Equipment of Md., LLC, PPS-GBMC Joint Venture, LLC and Pharmacy Services of Indiana, LLC.

        "Permitted Junior Securities" means:

        (1)   Equity Interests in NeighborCare or any Guarantor; or

        (2)   debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the notes and the Subsidiary Guarantees are subordinated to Senior Debt under the indenture.

        "Permitted Refinancing Indebtedness" means any Indebtedness of NeighborCare or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of NeighborCare or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

        (1)   the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

        (2)   such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; provided, however, that with respect to Permitted Refinancing Indebtedness of Existing Indebtedness, this clause (2) shall not apply;

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        (3)   if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

        (4)   such Indebtedness is incurred either by NeighborCare, a Guarantor or the Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Replacement Assets" means assets used or useful in a Permitted Business or securities of a Person principally engaged in a Permitted Business who is a Restricted Subsidiary after the acquisition of such securities by NeighborCare or any of its Restricted Subsidiaries that, in each case, replace assets that were the subject of an Asset Sale.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "Senior Debt" means:

        (1)   all Indebtedness of NeighborCare or any Guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

        (2)   all Indebtedness of NeighborCare outstanding prior to the consummation of the Spin-off which is senior in right of payment to the Notes;

        (3)   any other Indebtedness of NeighborCare or any Guarantor permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or any Subsidiary Guarantee; and

        (4)   all Obligations with respect to the items listed in the preceding clauses (1) and (2).

        Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

        (1)   any liability for federal, state, local or other taxes owed or owing by NeighborCare;

        (2)   any Indebtedness of NeighborCare to any of its Subsidiaries or other Affiliates;

        (3)   any trade payables; or

        (4)   the portion of any Indebtedness that is incurred in violation of the indenture.

        "Senior Subordinated Indebtedness" means (i) with respect to NeighborCare, the notes and any other Indebtedness of NeighborCare that specifically provides that such Indebtedness is to have the same rank as the notes in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of NeighborCare which is not Senior Debt and (ii) with respect to any Guarantor, the note guarantees and any other Indebtedness of such Guarantor that specifically provides that such Indebtedness is to have the same rank as the note guarantees in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of such Guarantor which is not Senior Debt.

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        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

        "Spin-off" means the one time dividend or distribution of all or substantially all of the Capital Stock of GHC to the shareholders of NeighborCare at or prior to February 27, 2004, provided that following such dividend or distribution, GHC's outstanding shares of common stock are traded on the Nasdaq National Market System or the New York Stock Exchange.

        "Spin-off Documents" means the separation and distribution agreement, the tax sharing agreement, the transition services agreement, the group purchasing agreement, the employee benefits agreement, the pharmacy services agreement, the pharmacy benefit management agreement and the durable medical equipment service agreement, in each case entered into on or before the closing date of the Spin-off between NeighborCare and GHC.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subordinated Obligation" means any Indebtedness of a party (whether outstanding on the date of the indenture or thereafter incurred) that is subordinate or junior in right of payment to the notes pursuant to a written agreement to that effect.

        "Subsidiary" means, with respect to any specified Person:

        (1)   any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

        (2)   any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

        "Subsidiary Guarantee" means the Guarantee of the notes by each of the Guarantors pursuant to Article 12 of the indenture and in the form of the Guarantee endorsed on the form of note attached as Exhibit A to the indenture and any additional Guarantee of the notes to be executed by any Subsidiary of NeighborCare, pursuant to the covenant described above under the caption "—Additional Subsidiary Guarantees."

        "Unrestricted Subsidiary" means any Subsidiary of NeighborCare or any successor to any of them that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but, other than as permitted by clause (11) of the definition of "Permitted Investments," only to the extent that such Subsidiary:

        (1)   has no Indebtedness other than Non-Recourse Debt;

        (2)   is not party to any agreement, contract, arrangement or understanding with NeighborCare or any Restricted Subsidiary of NeighborCare unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to NeighborCare or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of NeighborCare;

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        (3)   is a Person with respect to which neither NeighborCare nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results;

        (4)   has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of NeighborCare or any of its Restricted Subsidiaries; and

        (5)   other than Permitted Joint Ventures, has at least one director on its Board of Directors that is not a director or executive officer of NeighborCare or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of NeighborCare or any of its Restricted Subsidiaries.

        Any designation of a Subsidiary of such Person as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "—Certain Covenants—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of such Person as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," such Person will be in default of such covenant. The Board of Directors of such Person may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of such Person of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

        All Permitted Joint Ventures shall be designated Unrestricted Subsidiaries unless otherwise so designated by NeighborCare. Notwithstanding anything to the contrary herein, GHC and our Subsidiaries that will be Subsidiaries of GHC after the Spin-off shall be deemed Unrestricted Subsidiaries unless otherwise so designated by NeighborCare.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

        (1)   the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

        (2)   the then outstanding aggregate principal amount of such Indebtedness.

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CERTAIN U.S. FEDERAL TAX CONSIDERATIONS

        The following discussion is a summary of the material U.S. federal income tax consequences relevant to the exchange of initial notes for exchange notes pursuant to the exchange offer, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury Regulations issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes.

        This discussion does not address all of the U.S. federal income tax consequences that may be relevant either to a holder in light of such holder's particular circumstances or to holders subject to special rules, such as certain financial institutions, regulated investment companies, real estate investment trusts, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, holders whose functional currency is not the U.S. dollar, tax-exempt organizations and persons holding the notes as part of a "straddle," "hedge," "conversion transaction" or other integrated transaction. Moreover, neither the effect of any applicable state, local or foreign tax laws nor the possible application of federal estate and gift taxation or the alternative minimum tax is discussed. The discussion deals only with notes held as "capital assets" within the meaning of Section 1221 of the Code (generally, held for investment). If a partnership or other entity taxable as a partnership holds the notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisor as to the tax consequences of the partnership purchasing, owning and disposing of the notes. In addition, this discussion is limited to persons purchasing the notes for cash at original issue and at their "issue price" within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of notes are sold to the public for cash).

As used herein, "U.S. Holder" means a beneficial owner of the notes who or that is:

•

an individual that is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the "substantial presence" test under Section 7701(b) of the Code;



•

a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any state thereof or the District of Columbia;



•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or



•

a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more U.S. persons can control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, was treated as a U.S. person prior to such date and has elected to continue to be treated as a U.S. person.

        We have not sought and will not seek any rulings from the Internal Revenue Service (the "IRS") with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of initial notes for exchange notes pursuant to the exchange offer or that any such position would not be sustained.

HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE FEDERAL INCOME TAX CONSEQUENCES OF EXCHANGING INITIAL NOTES FOR EXCHANGE NOTES TO THEIR PARTICULAR SITUATIONS, AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS.

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U.S. Holders

Interest

        Payments of stated interest on the notes generally will be taxable to a U.S. Holder as ordinary income at the time that such payments are received or accrued, in accordance with such U.S. Holder's method of accounting for U.S. federal income tax purposes.

        In certain circumstances we may be obligated to pay amounts in excess of stated interest or principal on the notes. If we pay Additional Interest on the notes pursuant to the registration rights provisions or a premium pursuant to the optional redemption or change of control provisions, U.S. Holders will be required to recognize such amounts as income. According to Treasury Regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount of interest income a U.S. Holder recognizes if there is only a remote chance as of the date the notes were issued that such payments will be made. As we believe that the likelihood that we will be obligated to make any such payments is remote, we do not intend to treat the potential payment of Additional Interest pursuant to the registration rights provisions or the potential payment of a premium pursuant to the optional redemption or change of control provisions as part of the yield to maturity of any notes. Our determination that these contingencies are remote is binding on a U.S. Holder, unless such holder discloses its contrary position in the manner required by applicable Treasury Regulations, but is not binding on the IRS.

Sale or Other Taxable Disposition of the Notes

        A U.S. Holder will recognize gain or loss on the sale, exchange (other than for exchange notes pursuant to the exchange offer, as discussed below, or in a tax-free transaction), redemption, retirement or other taxable disposition of a note equal to the difference between the amount realized upon the disposition (less a portion allocable to any accrued and unpaid interest, which will be taxable as ordinary income if not previously included in such holder's income) and the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted basis in a note generally will be the U.S. Holder's cost therefor, increased by any interest accrued but unpaid and decreased by any principal payments received by such holder. This gain or loss generally will be a capital gain or loss, and will be a long-term capital gain or loss if the U.S. Holder has held the note for more than one year. Otherwise, such gain or loss will be a short-term capital gain or loss. The deductibility of any capital loss is subject to limitation.

Exchange Offer

        The exchange of the notes for identical debt securities registered under the Securities Act will not constitute a taxable exchange for U.S. federal income tax purposes. See "Description of the Exchange Notes—Registration Rights; Additional Interest." As a result, (1) a U.S. Holder will not recognize a taxable gain or loss as a result of exchanging such holder's notes; (2) the holding period of the notes received should include the holding period of the notes exchanged therefor; and (3) the adjusted tax basis of the notes received should be the same as the adjusted tax basis of the notes exchanged therefor immediately before such exchange.

Backup Withholding and Information Reporting

        Information reporting requirements will generally apply to payments of principal and interest on a note to a U.S. Holder, and to proceeds paid to a U.S. Holder from the sale or redemption of a note before maturity (collectively, "reportable payments"). The amount of any reportable payments, including interest, made to the record U.S. Holders of notes (other than to holders which are exempt recipients) and the amount of tax withheld, if any, with respect to such payments will be reported to such U.S. Holders and to the IRS for each calendar year.

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        Additionally, a U.S. Holder will be subject to a backup withholding tax upon the receipt of reportable payment if such holder fails to supply an accurate taxpayer identification number or otherwise fails to comply with applicable U.S. information reporting or certification requirements.

        Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to backup withholding. U.S. Holders should consult their personal tax advisor regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

Non-U.S. Holders

Definition of Non-U.S. Holders

        A non-U.S. Holder is a beneficial owner of the notes who or that is not currently a U.S. Holder and who is not, by reason of being either a U.S. expatriate or a former long-term resident, taxable under Section 877 of the Code.

Interest Payments

        Except as otherwise described below, interest (and Additional Interest, if any) paid to a non-U.S. Holder will not be subject to U.S. federal withholding tax of 30% (or, if applicable, a lower treaty rate), provided that:

•

interest paid on the notes is not effectively connected with the beneficial owner's conduct of a trade or business in the United States;



•

such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of our classes of stock;



•

such holder is not a controlled foreign corporation that is related to us through stock ownership;



•

such holder is not a bank that received such notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and



•

either (1) the non-U.S. Holder certifies in a statement provided to us or our paying agent, under penalties of perjury, that it is not a "U.S. person" within the meaning of the Code and provides its name and address (generally on IRS Form W-8BEN), or (2) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business and holds the notes on behalf of the non-U.S. Holder certifies to us or our paying agent under penalties of perjury that it has received from the non-U.S. Holder a statement, under penalties of perjury, that such holder is not a "U.S. person" and provides us or our paying agent with a copy of such statement or (3) the non-U.S. Holder holds its notes through a "qualified intermediary" and certain conditions are satisfied.

        Even if the above conditions are not met, a non-U.S. Holder may not be subject to withholding tax on interest if such non-U.S. Holder provides us with a properly executed (a) IRS Form W-8BEN (or other applicable form) claiming an exemption from or reduction in withholding under a tax treaty between the United States and the non-U.S. Holder's country of residence or (2) IRS Form W-8ECI (or substitute form) stating that the interest paid on the notes is not subject to withholding because it is effectively connected with the beneficial owner's conduct of a trade or business in the United States. Prospective investors should consult their tax advisors regarding the certification requirements for non-United States persons.

133

        Special rules may apply to certain non-U.S. Holders, such as "controlled foreign corporations," "passive foreign investment companies," "foreign personal holding companies" and certain expatriates, that are subject to special treatment under the Code. Such entities should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

Sale or Other Taxable Disposition of the Notes

        Subject to the discussion of "—U.S. Trade or Business" below, a non-U.S. Holder will generally not be subject to U.S. federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other disposition of a note. However, a non-U.S. Holder may be subject to tax on such gain if such holder is an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case such holder may have to pay a U.S. federal income tax of 30% (or, if applicable, a lower treaty rate) on such gain.

U.S. Trade or Business

        If interest or gain from a disposition of the notes is effectively connected with a non-U.S. Holder's conduct of a U.S. trade or business, or if an income tax treaty applies and the non-U.S. Holder maintains a U.S. "permanent establishment" to which the interest or gain is generally attributable, the non-U.S. Holder may be subject to U.S. federal income tax on the interest or gain on a net basis in the same manner as if it were a U.S. Holder. If interest income received with respect to the notes is taxable on a net basis, the 30% withholding tax described above will not apply (assuming an appropriate certification is provided). A foreign corporation that is a holder of a note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty.

Backup Withholding and Information Reporting

        Information reporting and backup withholding generally do not apply to payments made by us or our paying agents, in their capacities as such, to a non-U.S. Holder of a note if the holder has provided the required certification that it is not a U.S. person as described above. However, certain information reporting may still apply with respect to interest payments even if certification is provided. Payments of the proceeds from a disposition by a non-U.S. Holder of a note made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that information reporting (but generally not backup withholding) may apply to those payments if the broker is:

•

a U.S. person;



•

a controlled foreign corporation for U.S. federal income tax purposes;



•

a foreign person 50% or more of whose gross income is effectively connected with a U.S. trade or business for a specified three-year period; or



•

a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons, as defined in Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a U.S. trade or business.

        Payment of the proceeds from a disposition by a non-U.S. Holder of a note made to or through the U.S. office of a broker is generally subject to information reporting and backup withholding unless the holder or beneficial owner has provided the required certification that it is not a U.S. person as described above.

134

        Non-U.S. Holders should consult their own tax advisors regarding application of withholding and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from withholding and backup withholding under current Treasury regulations. In this regard, the current Treasury regulations provide that a certification may not be relied on if we or our agent (or other payor) knows or has reason to know that the certification may be false. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. Holder will be allowed as a credit against the holder's U.S. federal income tax liability or may claim a refund, provided the required information is furnished timely to the IRS.

135

PLAN OF DISTRIBUTION

        If you are a broker-dealer and hold initial notes for your own account as a result of market-making activities or other trading activities and you receive exchange notes in exchange for initial notes in the exchange offer, then you may be a statutory underwriter and must acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of these exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for initial notes where such initial notes were acquired as a result of market-making activities or other trading activities. Unless you are a broker-dealer, you must acknowledge that you are not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in a distribution of exchange notes. We have agreed that we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale through the first anniversary of the consummation of the exchange offer or until all exchange notes have been sold, whichever period is shorter.

        Neither we nor any subsidiary guarantor will receive any proceeds in connection with the exchange offer or any sale of exchange notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealers or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker-dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "The Exchange Offer—Resales of Exchange Notes."

        Through the first anniversary of the consummation of the exchange offer or until all have been sold, whichever period is shorter, we will promptly send additional copies of this prospectus, as amended or supplemented, to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to our obligations in connection with the exchange offer, other than commissions and concessions of any broker dealer and, in certain instances any transfer taxes, and will indemnify the holders of initial notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        Certain legal matters relating to the validity of the notes and the guarantees offered by this prospectus have been passed upon for us by Blank Rome LLP, Philadelphia, Pennsylvania.

EXPERTS

        The consolidated financial statements and financial statement schedule of NeighborCare, Inc. as of September 30, 2003 and 2002, and for each of the years in the three-year period ended September 30, 2003, have been included herein in reliance upon the report of KPMG LLP, independent auditors, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

136

        The report of KPMG, LLP contains an explanatory paragraph that refers to the Company's adoption of the provisions of Statements of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," SFAS No. 142 "Goodwill and Other Intangible Assets," and SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," effective September 30, 2001. Also, the Company adopted the provisions of SFAS No. 145, "Recission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections," effective October 1, 2002.

        The audit report also contains an explanatory paragraph that states that, on October 2, 2001, the Company consummated a Joint Plan of Reorganization (the "Plan") which had been confirmed by the United States Bankruptcy Court. The Plan resulted in a change in ownership of the Company and, accordingly, effective September 30, 2001 the Company accounted for the change in ownership through "fresh-start" reporting. As a result, the consolidated information prior to September 30, 2001 is presented on a different cost basis than that as of and subsequent to September 30, 2001 and, therefore, is not comparable.

AVAILABLE INFORMATION

        We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public on the SEC's website (http://www.sec.gov).

        In this prospectus, we "incorporate by reference" the information we file with the SEC, which means that we can disclose important information to you by referring to another document filed separately with the SEC. The information incorporated by reference is considered a part of this prospectus, and information that we file at a later date with the SEC will automatically update and supersede the information contained in and incorporated by reference into this prospectus. We incorporate by reference the documents listed below and any future filings with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended after the date of this prospectus (other than current reports furnished under Item 9 or Item 12 of Form 8-K), until the expiration date of the exchange offer:

•

Annual Report on Form 10-K for the fiscal year ended September 30, 2003, as amended;



•

Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, as amended; and



•

Current Reports on Form 8-K filed with the SEC on October 10, 2003, December 5, 2003, December 9, 2003 (as amended January 30, 2004), December 22, 2003, April 16, 2004 and April 30, 2004.

        You may request a copy of these filings at no cost (excluding exhibits), by writing or telephoning us at: 601 East Pratt Street, 3rd Floor, Baltimore, Maryland 21202, Attention: Investor Relations, telephone: (410) 528-7300.

137

INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of December 31, 2003 and September 30, 2003	F-2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended December 31, 2003 and 2002	F-3
Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2003 and 2002	F-4
Notes to Condensed Consolidated Financial Statements	F-5
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditors' Report	F-17
Consolidated Balance Sheets as of September 30, 2003 and 2002 (Successor)	F-18
Consolidated Statements of Operations for the years ended September 30, 2003, 2002 (Successor), and 2001 (Predecessor)	F-19
Consolidated Statements of Shareholders' Equity (Deficit) for the years ended September 30, 2003, 2002 (Successor), and 2001 (Predecessor)	F-20
Consolidated Statements of Cash Flows for the years ended September 30, 2003, 2002 (Successor), and 2001 (Predecessor)	F-21
Notes to Consolidated Financial Statements	F-22
Schedule Valuation and Qualifying Accounts	S-1

F-1

NEIGHBORCARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

				December 31, 2003		September 30, 2003
				(unaudited)
ASSETS
	Current assets
		Cash and cash equivalents		$	92,761	$	132,726
		Restricted investments in marketable securities			—		29,320
		Accounts receivable, net of allowance of $16,200 and $48,600, respectively			206,686		366,886
		Inventory			67,176		66,747
		Prepaid expenses and other current assets			40,726		89,918
			Total current assets		407,349		685,597
	Property, plant and equipment, net				74,085		751,996
	Restricted investments in marketable securities				—		61,271
	Other long-term assets				18,632		81,304
	Identifiable intangible assets, net				12,813		20,866
	Goodwill				334,742		337,695
			Total assets	$	847,621	$	1,938,729
LIABILITIES AND SHAREHOLDERS' EQUITY
	Current liabilities
		Current portion of long-term debt		$	4,300	$	20,135
		Accounts payable and accrued expenses			104,577		214,689
		Income tax payable			—		4,116
			Total current liabilities		108,877		238,940
	Long-term debt				254,332		591,484
	Deferred income taxes				12,084		50,022
	Other long-term liabilities				10,684		84,930
			Total liabilities		385,977		965,376
Minority interest					9,267		10,359
Redeemable preferred stock					—		46,831
Shareholders' equity					452,377		916,163
		Total liabilities and shareholders' equity		$	847,621	$	1,938,729

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

F-2

NEIGHBORCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share amounts)

		Three Months Ended December 31,
		2003			2002
		(unaudited)
Net revenues		$	338,394		$	297,104
Cost of revenues			261,967			230,563
	Gross profit		76,427			66,541
Selling, general and administrative			50,797			53,622
Depreciation and amortization			6,244			7,772
Strategic planning, severance and other operating items			40,664			(3,935	)
	Operating income (loss)		(21,278	)		9,082
Interest expense, net			5,654			3,674
Other expense			1,091			1,039
Income (loss) before income tax provision (benefit)			(28,023	)		4,369
Income tax provision (benefit)			(13,874	)		5,483
Income (loss) from continuing operations			(14,149	)		(1,114	)
Income from discontinued operations, net of taxes			8,435			13,734
Net income (loss)			(5,714	)		12,620
Preferred stock dividends			—			683
Net income (loss) available to common shareholders		$	(5,714	)	$	11,937
Other comprehensive income (loss):
	Unrealized loss on marketable securities		—			(127	)
	Termination and fair value change of derivative instruments, net		4,402			(922	)
Comprehensive income (loss)		$	(1,312	)	$	10,888
Per common share data:
Basic
	Income (loss) from continuing operations	$	(0.35	)	$	(0.04	)
	Income from discontinued operations	$	0.21		$	0.33
	Net income (loss) available to common shareholders	$	(0.14	)	$	0.29
	Weighted average shares outstanding		40,397			41,458
Diluted
	Income (loss) from continuing operations	$	(0.35	)	$	(0.04	)
	Income from discontinued operations	$	0.21		$	0.33
	Net income (loss) available to common shareholders	$	(0.14	)	$	0.29
	Weighted average shares outstanding		40,397			41,458

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

F-3

NEIGHBORCARE, INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

			Three Months Ended December 31,
			2003			2002
			(unaudited)
Cash flows from operating activities
		Net income (loss) attributed to common shareholders	$	(5,714	)	$	11,937
		Charges included in operations not requiring funds		20,227			30,372
Changes in operating assets and liabilities
		Change in accounts receivable, net		(37,974	)		(16,825	)
		Change in accounts payable and accrued expenses		84,618			(11,119	)
		Other, net		(34,209	)		(1,356	)
Net cash provided by operating activities				26,948			13,009
Cash flows from investing activities
	Capital expenditures			(9,573	)		(12,829	)
	Other, net			(33,478	)		(12,667	)
Net cash used in investing activities				(43,051	)		(25,496	)
Cash flows from financing activities
	Distributions of cash to GHC			(72,161	)		—
	Funds received from GHC for debt financing			353,001			—
	Repayment of long-term debt			(555,213	)		(43,369	)
	Proceeds from issuance of long-term debt, net of debt issuance costs			240,804			—
	Other			9,707			2,000
Net cash used in financing activities				(23,862	)		(41,369	)
Net decrease in cash and cash equivalents			$	(39,965	)	$	(53,856	)
Cash and cash equivalents at beginning of period				132,726			148,030
Cash and cash equivalents at end of period			$	92,761		$	94,174
Non-cash investing and financing activities
	Distribution of net assets to GHC		$	(437,157	)		—
	Conversion of preferred stock			(46,831	)		—

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

F-4

NeighborCare, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

1.    Background and Basis of Presentation

        NeighborCare, Inc. (formerly named Genesis Health Ventures, Inc.) was incorporated in May 1985 as a Pennsylvania corporation. As used herein, unless the context otherwise requires, "NeighborCare," or the "Company," "we," "our" or "us" refers to NeighborCare, Inc. and its subsidiaries.

        NeighborCare is the third largest provider of institutional pharmacy services in the United States. As of December 31, 2003, NeighborCare provided pharmacy services for approximately 250,000 beds in long-term care facilities in 32 states and the District of Columbia. The Company's pharmacy operations consist of 64 institutional pharmacies (five are jointly-owned), 33 community-based professional retail pharmacies (two are jointly-owned) and 20 on-site pharmacies which are located in customers' facilities and serve only customers of that facility. In addition, NeighborCare operates 16 home infusion, respiratory and medical equipment distribution centers (four are jointly-owned). Jointly-owned facilities and the operations conducted therein are part of joint ventures which are owned by NeighborCare and at least one other unaffiliated party.

        On December 1, 2003, the Company completed the distribution (the "spin-off") of the common stock of Genesis Healthcare Corporation ("GHC"), previously reported as the inpatient services division of the Company. On December 2, 2003, the Company changed its name to NeighborCare, Inc. The spin-off was effected by way of a pro-rata tax free distribution of the common stock of GHC to holders of NeighborCare's common stock on December 1, 2003 at a rate of 0.5 shares of GHC stock for each share of NeighborCare, Inc. common stock owned as of October 15, 2003.

        In general, pursuant to the terms of the separation and distribution agreement between NeighborCare and GHC, all assets of the inpatient services business prior to the date of the spin-off became assets of GHC. The separation and distribution agreement also provides for assumptions of liabilities and cross-indemnities arising out of or in connection with the inpatient services business to GHC and all liabilities arising out of or in connection with the pharmacy services business to NeighborCare. In addition, GHC will indemnify NeighborCare for liabilities relating to the past inpatient services business. Adjustments, if any, are not expected to have a material effect on the consolidated financial statements. As a result of the spin-off, the Company's financial statements have been reclassified to reflect GHC as discontinued operations in the condensed consolidated statements of operations for all periods presented.

        On November 4, 2003, in anticipation of the spin-off, the Company refinanced all of its remaining long-term debt through the issuance of $250 million aggregate principal amount of its 6.875% senior subordinated notes due 2013 and through proceeds received from GHC in accordance with its issuance in October 2003 of $225 million aggregate principal amount of 8% senior subordinated notes due 2013.

        In order to facilitate the transition to two separate publicly traded companies, NeighborCare and GHC have entered into certain agreements that, among other things, will govern the ongoing relations between NeighborCare and GHC. These agreements include a tax sharing agreement, a transition services agreement, a pharmacy services agreement, a Tidewater membership agreement, employee benefit and pharmacy management agreements, and a master agreement for specialty beds and oxygen concentrators. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Certain Transactions and Events—Agreements with GHC" for more detail regarding the Company's agreements with GHC.

        The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of NeighborCare's management, the unaudited condensed consolidated financial

F-5

statements include all necessary adjustments consisting of normal recurring accruals and adjustments for a fair presentation of the financial position and results of operations for the periods presented. Certain reclassifications have been made to the prior year's financial statements to conform to the current year's presentation.

        For further information, refer to the audited consolidated financial statements and notes included elsewhere in this prospectus.

2.    Significant Accounting Policies

Management's Use of Estimates

        An accounting policy is considered to be significant if it is important to the Company's financial condition and results of operations, and requires significant judgment and estimates on the part of management in its application. Significant accounting estimates and the related assumptions are evaluated periodically as conditions warrant, and changes to such estimates are recorded as new information or changed conditions require revision. Application of certain accounting policies requires management's significant judgments, often as the result of the need to make estimates of matters that are inherently uncertain. If actual results were to differ materially from the estimates made, the reported results could be materially affected. The following represent significant accounting policies requiring the use of estimates:

•

Allowance for Doubtful Accounts;



•

Inventories;



•

Manufacturer Rebates;



•

Revenue Recognition / Contractual Allowances; and



•

Long-lived Asset Impairments.

        Senior management has reviewed these significant accounting policies and estimates with the Company's audit committee. During the current quarter, there were no material changes made to the estimates or methods by which estimates are derived with regard to the significant accounting policies of the Company. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Significant Accounting Policies" for more detail regarding the Company's significant accounting policies.

Cost of Revenues

        Costs of revenues include the net product costs of pharmaceuticals sold and direct charges attributable to providing revenue-generating services. This presentation is applicable to NeighborCare, Inc. as all of the revenues generated from operations are derived from pharmacy services. This presentation was not applicable in periods prior to the spin-off as the revenues from operations were inclusive of both pharmacy and inpatient services and a gross profit presentation was not indicative of the Company's gross margin. As such, prior periods have been reclassified to reflect this presentation.

F-6

Stock Option Accounting

        In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure" (SFAS 148). SFAS 148 amends the transition and disclosure requirements of SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS 123). As permitted by SFAS 148, the Company applies APB Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its plans. Had the Company determined compensation cost based on the fair value at the grant date consistent with the provisions of SFAS 123, the Company's net income (loss) available to common shareholders would have been changed to the pro forma amounts indicated below (in thousands):

		Three months ended
		December 31, 2003			December 31, 2002
Net income (loss) available to common shareholders—as reported		$	(5,714	)	$	11,937
Add stock-based compensation expense included in net income (loss) as reported, net of tax effect			126			240
Deduct stock-based compensation expense determined under the fair-value-based method for all awards, net of tax effect			(2,049	)		(907	)
Net income (loss) available to common shareholders—pro forma		$	(7,637	)	$	11,270
Earnings per share:
	Basic—as reported	$	(0.14	)	$	0.29
	Basic—pro forma		(0.19	)		0.27
	Diluted—as reported		(0.14	)		0.29
	Diluted—pro forma		(0.19	)		0.27

        The fair value of stock options granted during the three month period ended December 31, 2003 and 2002, respectively, is estimated at the grant date using the Black-Scholes option-pricing model with the following assumptions for 2003 and 2002:

	Three months ended
	December 31, 2003		December 31, 2002
Volatility	36.92	%	39.18	%
Expected life (in years)	5.0		4.2
Rate of return	3.80	%	2.75	%
Dividend yield	0.00	%	0.00	%

3.    Discontinued Operations

        Effective December 1, 2003, NeighborCare completed its plan of disposition for GHC through a distribution of GHC common stock to NeighborCare's shareholders of record as of October 15, 2003 in the form of a tax-free spin-off as described in note 1.

        In the normal course of business, NeighborCare evaluates the performance of its operating units, with an emphasis on selling or closing under-performing or non-strategic assets. On September 30, 2001, the Company adopted the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal

F-7

of Long-Lived Assets" (SFAS 144). Under SFAS 144, discontinued businesses, including assets held for sale or distribution, are removed from the results of continuing operations. The results of operations in both the current and prior year periods are classified as discontinued operations in the unaudited condensed consolidated statements of operations.

        The following table sets forth the components of income from discontinued operations for the current quarter compared to the same period last year (in thousands):

	Three months ended
	December 31, 2003		December 31, 2002
Net revenues of GHC	$	250,927	$	372,407
Net operating income of GHC		16,450		23,325
Net operating loss of other units		—		(1,012	)
Income from discontinued operations before interest and taxes		16,450		22,313
Interest expense allocation		2,467		5,267
Income tax expense		5,548		3,312
Net income from discontinued operations	$	8,435	$	13,734

        Consolidated interest expense has been allocated to discontinued operations based on the ratio of net assets of GHC to consolidated net assets of the Company. Discontinued operations have not been segregated in the consolidated statements of cash flows.

4.    Strategic Planning, Severance and Other Operating Items

        NeighborCare has incurred costs that are directly attributable to the Company's transforming to a pharmacy-based business and certain of its short-term strategic objectives. These costs are segregated in the unaudited condensed consolidated statements of operations as "Strategic planning, severance and other operating items." A summary of these costs for the three months ended December 31, 2003 follows (in thousands):

			Three Months Ended December 31, 2003
	Accrued at September 30, 2003		Provision		Paid		Non- Cash		Accrued at December 31, 2003
Employee contract termination, transaction completion bonuses, severance and related costs	$	1,000	$	9,760	$	1,000	$	833	$	8,927
Strategic planning and other items		2,160		30,904		12,955		6,112		13,997
Total	$	3,160	$	40,664	$	13,955	$	6,945	$	22,924

        Strategic planning, severance and other operating items for the three months ended December 31, 2003 relate primarily to legal, professional and other fees incurred to complete the spin-off transaction of $17.4 million; costs incurred pursuant to the termination provisions of employment contracts and transaction completion bonuses with NeighborCare and GHC executives of $8.8 million; and costs

F-8

incurred to extinguish long-term debt and related obligations in connection with the spin-off of $14.5 million. Debt extinguishment costs represent the write-off of unamortized deferred financing costs of $5.9 million, consent fees required to eliminate the Company's commitments under GHC debt of $5.0 million and the settlement of interest rate swap arrangements related to debt extinguishment of $3.6 million. Amounts accrued as of December 31, 2003 are expected to be paid during the second quarter of fiscal 2004.

        Strategic planning, severance and other operating items for the three months ended December 31, 2002 are primarily attributable to the Company entering into a termination and settlement agreement with Omnicare, Inc. whereby the Company agreed to terminate a merger agreement it had entered into with NCS Healthcare, Inc., a provider of institutional pharmacy services. Pursuant to the termination and settlement agreement, the Company agreed to terminate the merger agreement with NCS and Omnicare agreed to pay the Company a $22.0 million break-up fee. On December 16, 2002, the Company terminated the merger agreement. The Company recognized the break-up fee net of $11.8 million of financing, legal and other costs directly attributable to the proposed merger with NCS. The Company collected $6.0 million of the break-up fee in December 2002, with the remaining $16.0 million received in January 2003. The net gain was offset by severance and related costs associated with the resignation of Richard R. Howard, the Company's former vice-chairman, of approximately $4.8 million. The remaining $1.5 million of strategic planning and other operating items for the period primarily relate to consulting and other professional fees.

5.    Long-Term Debt

        Long-term debt at December 31, 2003 and September 30, 2003 consists of the following (in thousands):

			December 31, 2003			September 30, 2003
Secured debt
	Senior Credit Facility
		Term Loan	$	—		$	246,875
		Delayed Draw Term Loan		—			68,162
	Total Senior Credit Facility			—			315,037
	Senior Secured Notes			—			240,176
	Senior Subordinated Notes due 2013			250,000			—
	Capital leases and other secured debt			8,632			56,406
Total debt				258,632			611,619
Less:
	Current installments of capital leases and other secured debt			(4,300	)		(20,135	)
Long-term debt			$	254,332		$	591,484

        During the quarter ended December 31, 2003, the Company repaid substantially all of its existing long-term debt using available cash and the proceeds of the Company's $250 million senior subordinated notes offering and GHC's $225 million senior subordinated notes offering.

F-9

6.    Guarantor Subsidiaries and Condensed Consolidated Financial Statements

        The Company's $250 million senior subordinated notes due 2013 as previously discussed are fully and unconditionally guaranteed on a joint and several basis by certain 100% owned subsidiaries of the Company (Guarantors). Those subsidiaries who do not guarantee the notes consist of the joint ventures in which NeighborCare has a greater than 50% share in the equity and earnings thereof and GHC (Non-Guarantors). Separate financial statements of the guarantor subsidiaries have not been prepared because management believes it would not be material to investors. The following tables present the condensed consolidating financial statements of NeighborCare, Inc. (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries:

Consolidating Balance Sheets
December 31, 2003
(in thousands)

	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
Assets
Accounts receivable, net	$	133,584	$	165,769	$	18,129	$	(110,796	)	$	206,686
Other current assets		123,832		66,920		9,911		—			200,663
Property, plant and equipment, net		14,863		51,303		7,919		—			74,085
Investment in subsidiaries		23,579		1,151		—		(24,288	)		442
Goodwill		330,975		1,509		2,258		—			334,742
Other long-term assets		27,225		3,696		82		—			31,003
	$	654,058	$	290,348	$	38,299	$	(135,084	)	$	847,621
Liabilities and shareholders' equity
Accounts payable and accrued expenses	$	24,375	$	186,379	$	4,619	$	(110,796	)	$	104,577
Current portion of long-term debt		4,263		—		37		—			4,300
Long-term debt less current portion		252,697		321		1,314		—			254,332
Other non-current liabilities		32,035		—		—		—			32,035
Shareholders' equity		340,688		103,648		32,329		(24,288	)		452,377
	$	654,058	$	290,348	$	38,299	$	(135,084	)	$	847,621

F-10

Consolidating Balance Sheets
September 30, 2003
(in thousands)

	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
Assets
Accounts receivable, net	$	777,592	$	155,782	$	213,111	$	(779,599	)	$	366,886
Other current assets		186,884		61,069		70,758		—			318,711
Property, plant and equipment, net		14,687		51,682		685,627		—			751,996
Investment in subsidiaries		25,435		1,088		10,058		(27,759	)		8,822
Goodwill		330,975		1,509		5,211		—			337,695
Other long-term assets		64,300		3,604		86,715		—			154,619
	$	1,399,873	$	274,734	$	1,071,480	$	(807,358	)	$	1,938,729
Liabilities and shareholders' equity
Accounts payable and accrued expenses	$	29,786	$	117,386	$	851,232	$	(779,599	)	$	218,805
Current portion of long-term debt		18,069		—		2,066		—			20,135
Long-term debt less current portion		545,224		340		45,920		—			591,484
Other non-current liabilities		152,918		9,856		29,368		—			192,142
Shareholders' equity		653,876		147,152		142,894		(27,759	)		916,163
	$	1,399,873	$	274,734	$	1,071,480	$	(807,358	)	$	1,938,729

Consolidating Statements of Operations
Three months ended
December 31, 2003
(in thousands)

		Parent			Guarantors			Non- Guarantors		Consolidated
Net revenues		$	246		$	301,805		$	36,343	$	338,394
Cost of revenues			—			234,848			27,119		261,967
	Gross profit		246			66,957			9,224		76,427
Operating Expenses			54,451			37,672			5,582		97,705
Interest expense, net			5,545			51			58		5,654
Other expense (income)			1,253			(162	)		—		1,091
Income before income taxes			(61,003	)		29,396			3,584		(28,023	)
Income tax provision (benefit)			(13,877	)		3			—		(13,874	)
Income from discontinued operations			8,435			—			—		8,435
Net income (loss)		$	(38,691	)	$	29,393		$	3,584	$	(5,714	)

F-11

Consolidating Statements of Operations
Three months ended
December 31, 2002
(in thousands)

		Parent			Guarantors			Non- Guarantors		Consolidated
Net revenues		$	24		$	264,786		$	32,294	$	297,104
Cost of revenues			—			207,036			23,527		230,563
	Gross profit		24			57,750			8,767		66,541
Operating Expenses			16,189			36,423			4,847		57,459
Interest expense, net			3,823			(198	)		49		3,674
Other expense (income)			1,167			(128	)		—		1,039
Income before income taxes			(21,155	)		21,653			3,871		4,369
Income tax provision (benefit)			5,135			348			—		5,483
Income from discontinued operations			13,734			—			—		13,734
Net income			(12,556	)		21,305			3,871		12,620

Consolidating Statements of Cash Flows
Three months ended
December 31, 2003
(in thousands)

	Parent			Guarantors			Non- Guarantors			Consolidated
Cash flow from operating activities	$	(12,501	)	$	32,575		$	6,874		$	26,948
Cash flow from investing activities		(4,520	)		(3,899	)		(34,632	)		(43,051	)
Cash flow from financing activities		(33,258	)		(19	)		9,415			(23,862	)

Consolidating Statements of Cash Flows
Three months ended
December 31, 2002
(in thousands)

	Parent			Guarantors			Non- Guarantors			Consolidated
Cash flow from operating activities	$	(19,120	)	$	30,307		$	1,822		$	13,009
Cash flow from investing activities		(3,951	)		(1,960	)		(19,585	)		(25,496	)
Cash flow from financing activities		(40,999	)		(20	)		(350	)		(41,369	)

F-12

7.    Earnings (Loss) Per Share

        The following table sets forth the computation of basic and diluted earnings (loss) per share for the three month periods ended December 31, 2003 and 2002 (in thousands, except per share data):

	Three months ended
	December 31, 2003			December 31, 2002
Earnings (loss) used in computation:
Income (loss) from continuing operations	$	(14,149	)	$	(1,797	)
Income from discontinued operations		8,435			13,734
Net income (loss) available to common shareholders		(5,714	)		11,937
Shares used in computation:
Weighted average shares outstanding—basic and diluted		40,397			41,458
Per common share data:
Basic and diluted:
Income (loss) from continuing operations	$	(0.35	)	$	(0.04	)
Income from discontinued operations		0.21			0.33
Net income (loss) available to common shareholders		(0.14	)		0.29

        Basic earnings per share is calculated by dividing earnings (numerator) by the weighted average number of shares of common stock outstanding during the respective reporting period (denominator). Included in the calculation of basic weighted average shares of 40,397,346 for the current quarter are approximately 260,000 shares to be issued in connection with the joint plan of reorganization confirmed by the bankruptcy court and the effect of the conversion of preferred stock to common stock from the date of conversion to December 31, 2003.

        Diluted earnings per share is calculated in a manner consistent with basic earnings per share except, where applicable, the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options and also the assumed conversion of preferred stock. For the three months ended December 31, 2003 and 2002, basic and diluted shares outstanding are the same because the Company reported a net loss from continuing operations for the periods; thus, the effect of including the additional shares from such assumed exercise and conversion would be anti-dilutive.

8.    Segment Information

        The Company's principal operating segments are identified by the types of products and services from which revenues are derived and are consistent with the reporting structure of the Company's internal organization. The Company has two reportable segments: institutional pharmacy business and corporate and other.

        The institutional pharmacy business provides prescription and non-prescription pharmaceuticals, infusion therapy and medical supplies and equipment to the elderly, chronically ill and disabled in long-term care facilities, including skilled nursing facilities, assisted living facilities, residential and independent living communities and other institutional healthcare facilities. The pharmacy services provided in these settings are tailored to meet the needs of the institutional customer. These services include highly specialized packaging and dispensing systems, computerized medical records processing

F-13

and 24-hour emergency services. The Company also provides pharmacy consulting services to assure proper and effective drug therapy, including monitoring and reporting on prescription drug therapy and assisting the facility in compliance with applicable federal and state regulations.

        The "Corporate and Other" category of operations represents operating information of business units below the prescribed quantitative thresholds under the SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." Revenues from these business units are primarily derived from the Company's community-based professional pharmacy business, home infusion, respiratory and medical equipment business and long-term care group purchasing business (Tidewater). The "Corporate and Other" category also consists of the Company's corporate general and administrative function, for which there is generally no revenue generated.

        This approach to segment reporting is consistent with the Company's internal financial reporting and the information used by the chief operating decision makers regarding the performance of the reportable and non-reportable segments. The accounting policies of the segments are the same as those of the consolidated organization.

			Institutional Pharmacy		Corporate and Other			Consolidated
			(in thousands)
Three months ended December 31, 2003
		Net revenues	$	281,792	$	56,602		$	338,394
		Gross profit		58,114		18,313			76,427
		Operating income (loss)		26,573		(47,851	)		(21,278	)
Three months ended December 31, 2002
		Net revenues	$	238,117	$	58,987		$	297,104
		Gross profit		47,827		18,714			66,541
		Operating income (loss)		17,682		(8,600	)		9,082
Total assets as of
	December 31, 2003		$	243,253	$	604,368		$	847,621
	September 30, 2003			192,149		1,746,580			1,938,729

        A reconciliation of consolidated operating income to consolidated income from continuing operations:

	Three months ended December 31,
	2003			2002
Consolidated operating income	$	(21,278	)	$	9,082
Interest expense, net		5,654			3,674
Other expense		1,091			1,039
Income tax provision (benefit)		(13,874	)		5,483
Income from continuing operations	$	(14,149	)	$	(1,114	)

F-14

9.    Guarantees

        In December 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN 45 requires that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value, or market value, of the obligations it assumes under that guarantee. As of December 31, 2003, the Company had guaranty obligations related to various leases and subleases entered into by GHC, the former inpatient services business of NeighborCare. These obligations remained with NeighborCare following the spin-off and were not assigned under the separation and distribution agreement. The guarantees secure the payment of annual rents due to lessors for various long-term care facilities and specialized nursing centers. The nature of the guarantees only require cash payment in the event of default by GHC and does not guarantee residual values of the leased properties. The majority of the guarantees have been indemnified by GHC as of the date of the spin-off. Remaining annual rents for the guaranteed leases and subleases not indemnified by GHC aggregate $4.2 million annually through March 2, 2009.

10.    Derivative Financial Instruments

        The Company follows the provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities—an Amendment of FASB Statement No. 133." The Company utilizes derivative financial instruments, such as interest rate swaps and caps, to manage changes in market conditions related to debt obligations. As a component of interest expense, the Company recorded $0.8 million and $1 million of net interest expense in the quarters ended December 31, 2003 and 2002, respectively, for the variable interest rate swaps and amortization of the rate cap.

        In connection with the spin-off and the repayment of senior indebtedness, the Company transferred its $75 million interest rate cap to GHC and terminated its $75 million and $125 million interest rate swaps that were to expire September 13, 2005 and 2007, respectively. As a result of the terminations, the Company recognized a charge of approximately $3.6 million that is recorded as a component of "Strategic planning, severance and other operating items."

11.    Income Taxes

        The Company's provision (benefit) for income taxes from continuing operations for the three months ended December 31, 2003 and 2002 was $(13.9) million and $5.5 million, respectively. The income tax benefit of any NOL carryforward utilization will be applied first as a reduction to goodwill and, thereafter, as a direct addition to paid in capital, pursuant to Statement of Position (SOP) No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code," at such time it is assured.

12.    Preferred Stock Conversion

        Effective December 16, 2003, the Company's board of directors exercised its option for mandatory conversion of the Series A preferred stock, at a per share conversion price of $12.60 (as adjusted from $20.33 in connection with the spin-off), into 3,464,255 shares of NeighborCare, Inc. common stock pursuant to the terms of the Company's amended and restated articles of incorporation, as amended. Prior to December 16, 2003, 38,377 shares of Series A preferred stock were voluntarily converted into

F-15

293,643 shares of the Company's common stock. The Series A preferred stock is reflected in the September 30, 2003 balance sheet under redeemable preferred stock.

13.    Changes in Shareholders' Equity

        The rollforward of shareholders' equity is as follows (in thousands):

Balance at September 30, 2003		$916,163
	Conversion of Preferred Stock	46,831
	Distribution to shareholders of common stock of GHC	(509,318	)
	Other	4,415
	Net loss	(5,714	)
Balance at December 31, 2003		452,377

F-16

Independent Auditors' Report

The Board of Directors and Shareholders
NeighborCare, Inc.:

        We have audited the accompanying consolidated balance sheets of NeighborCare, Inc. and subsidiaries (the "Company") as of September 30, 2003 and 2002, and the related consolidated statements of operations, shareholders' equity (deficit) and cash flows for each of the years in the three-year period ended September 30, 2003. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NeighborCare, Inc. and subsidiaries as of September 30, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended September 30, 2003, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

        The Company adopted the provisions of Statements of Financial Accounting Standards (SFAS) No. 141, Business Combinations, SFAS No. 142, Goodwill and Other Intangible Assets, and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, effective September 30, 2001, as discussed in note 3. Also, the Company adopted the provisions of SFAS No. 145, Recession of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections, effective October 1, 2002 as discussed in note 1.

        As described in note 3 to the consolidated financial statements, on October 2, 2001 the Company consummated a Joint Plan of Reorganization (the "Plan"), which had been confirmed by the United States Bankruptcy Court. The Plan resulted in a change in ownership of the Company and, accordingly, effective September 30, 2001, the Company accounted for the change in ownership through "fresh-start" reporting. As a result, the consolidated information prior to September 30, 2001, is presented on a different cost basis than that as of and subsequent to September 30, 2001, and, therefore, is not comparable.

/s/ KPMG, LLP

Baltimore, Maryland
April 29, 2004

F-17

NEIGHBORCARE, INC.
CONSOLIDATED BALANCE SHEETS

			Successor Company
			September 30, 2003			September 30, 2002
			(in thousands, except share and per share data)
Assets
	Current assets
		Cash and equivalents	$	132,726		$	148,030
		Restricted investments in marketable securities		29,320			20,542
		Accounts receivable, net allowance for doubtful accounts of $48,628 in 2003 and $55,791 in 2002		366,886			369,969
		Inventory		66,747			64,734
		Prepaid expenses and other current assets		89,918			117,988
		Total current assets		685,597			721,263
	Property, plant and equipment, net			751,996			795,928
	Restricted investments in marketable securities			61,271			65,605
	Notes receivable and other investments			19,252			17,034
	Other long-term assets			53,230			34,008
	Investments in unconsolidated affiliates			8,822			14,143
	Identifiable intangible assets, net			20,866			25,795
	Goodwill			337,695			336,701
		Total assets	$	1,938,729		$	2,010,477
Liabilities and Shareholders' Equity
	Current liabilities
		Current installments of long-term debt	$	20,135		$	40,744
		Accounts payable		58,435			80,248
		Accrued expenses		29,493			28,723
		Current portion of self-insurance liability reserves		29,320			20,542
		Accrued compensation		92,774			91,546
		Accrued interest		4,667			5,517
		Income taxes payable		4,116			4,937
		Total current liabilities		238,940			272,257
	Long-term debt			591,484			648,939
	Deferred income taxes			50,022			37,191
	Self-insurance liability reserves			37,093			36,551
	Other long-term liabilities			47,837			48,989
		Total liabilities		965,376			1,043,927
	Minority interests			10,359			7,662
	Redeemable preferred stock, including accrued dividends			46,831			44,765
	Commitments and contingencies
Shareholders' equity
	Common stock—par $0.02, 200,000,000 authorized, 41,813,603 and 39,872,740 issued, 39,514,351 and 39,872,740 outstanding, and 260,493 and 811,153 to be issued at September 30, 2003 and 2002, respectively			842			830
		Additional paid-in-capital		853,540			843,625
		Retained earnings		101,290			71,303
		Accumulated other comprehensive loss		(3,301	)		(1,635	)
		Treasury stock		(36,208	)		—
		Total shareholders' equity		916,163			914,123
		Total liabilities and shareholders' equity	$	1,938,729		$	2,010,477

See accompanying Notes to Consolidated Financial Statements.

F-18

NEIGHBORCARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

		Successor Company Years ended September 30,
									Predecessor Company Year ended September 30, 2001
		2003			2002
		(in thousands, except share and per share data)
Net revenues		$	1,243,857		$	1,136,737		¦	$	1,047,883
Cost of revenues			961,978			881,583		¦		817,881
	Gross profit		281,879			255,154		¦		230,002
Selling, general and administrative			212,551			208,986		¦		253,341
Depreciation and amortization			31,631			30,040		¦		37,142
Strategic planning, severance and other operating items			27,156			21,498		¦		—
Net gain from break-up fee and other settlements			(10,014	)		(21,747	)	¦		—
Debt restructuring and reorganization costs and net (gain) on debt discharge			—			2,570		¦		(1,028,435	)
	Operating income		20,555			13,807		¦		967,954
Interest expense, net			14,358			17,186		¦		45,188
Other expense			4,289			3,061		¦		1,802
Income before income tax provision (benefit)			1,908			(6,440	)	¦		920,964
Income tax provision (benefit)			(2,048	)		(12,699	)	¦		—
Income from continuing operations			3,956			6,259		¦		920,964
Income (loss) from discontinued operations, net of taxes			28,732			66,507		¦		(628,867	)
Net income			32,688			72,766		¦		292,097
Preferred dividends			2,701			2,599		¦		45,623
Net income available to common shareholders		$	29,987		$	70,167		¦	$	246,474
Per common share data:
Basic:
Income from continuing operations		$	0.03		$	0.09		¦	$	18.00
Income (loss) from discontinued operations		$	0.71		$	1.61		¦	$	(12.93	)
Net income available to common shareholders		$	0.74		$	1.70		¦	$	5.07
Weighted average shares			40,756			41,226		¦		48,641
Diluted:
Income from continuing operations		$	0.03		$	0.09		¦	$	18.00
Loss from discontinued operations		$	0.71		$	1.61		¦	$	(12.93	)
Net income available to common shareholders		$	0.74		$	1.68		¦	$	5.07
Weighted average shares—income from continuing operations and discontinued operations			40,757			41,260		¦		48,641
Weighted average shares—income available to common shareholders			40,757			43,351		¦		48,641

See accompanying Notes to Consolidated Financial Statements.

F-19

NEIGHBORCARE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

			Series G Cumulative Convertible Preferred Stock			Common Stock			Additional Paid-in- capital			Retained Earnings (deficit)			Accumulated Other Comprehensive Income (loss)			Treasury Stock			Total Shareholders' Equity (deficit)
			(in thousands)
Balance at September 30, 2000 (Predecessor Company)			$	6		$	973		$	803,202		$	(1,048,540	)	$	(1,789	)	$	(243	)	$	(246,391	)
	Comprehensive income
		Net unrealized gain on marketable securities		—			—			—			—			1,981			—			1,981
	Net income			—			—			—			292,097			—			—			292,097
	Total comprehensive income																					294,078
		Preferred Stock dividends		—			—			—			(45,623	)		—			—			(45,623	)
Balance at September 30, 2001 (Predecessor Company)			$	6		$	973		$	803,202		$	(802,066	)	$	192		$	(243	)	$	2,064
		Fresh start adjustments		(6	)		(973	)		(803,202	)		803,202			—			243			(736	)
		Issuance of common stock		—			820			832,710			—			—			—			833,530
Balance at September 30, 2001 (Successor Company)			$	—		$	820		$	832,710		$	1,136		$	192		$	—		$	834,858
	Issuance of common stock			—			10			10,915			—			—			—			10,925
	Comprehensive income
		Net unrealized gain on marketable securities		—			—			—			—			647			—			647
		Net change in fair value of interest rate swap and cap agreements		—			—			—			—			(2,474	)		—			(2,474	)
	Net income			—			—			—			72,766			—			—			72,766
	Total comprehensive income																					70,939
		Preferred Stock dividends		—			—			—			(2,599	)		—			—			(2,599	)
Balance at September 30, 2002 (Successor Company)			$	—		$	830		$	843,625		$	71,303		$	(1,635	)		—		$	914,123
	Issuance of common stock			—			12			9,915			—			—			—			9,927
	Purchases of common stock for the treasury			—			—			—			—			—			(36,208	)		(36,208	)
	Comprehensive income
		Net unrealized gain on marketable securities		—			—			—			—			262			—			262
		Net change in fair value of interest rate swap and cap agreements		—			—			—			—			(1,928	)		—			(1,928	)
	Net income			—			—			—			32,688			—			—			32,688
	Total comprehensive income																					31,022
		Preferred Stock dividends		—			—			—			(2,701	)		—			—			(2,701	)
Balance at September 30, 2003 (Successor Company)			$	—		$	842		$	853,540		$	101,290		$	(3,301	)	$	(36,208	)	$	916,163

See accompanying Notes to Consolidated Financial Statements.

F-20

NEIGHBORCARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

				Successor Company Years ended September 30,							Predecessor Company Year ended September 30, 2001
				2003			2002
Cash flows from operating activities:
	Net income attributed to common shareholders			$	29,987		$	70,167		¦	$	246,474
	Adjustments to reconcile net income to net cash provided by operating activities:
	Charges (credits) included in operations not requiring funds:
	Debt restructuring and reorganization costs and net (gain) on debt discharge				—			4,270		¦		(427,640	)
	Loss on impairment—Discontinuation of businesses				13,215			6,364		¦		110,249
	Depreciation and amortization				67,085			65,768		¦		106,189
	Provision for losses on accounts receivable				37,838			44,712		¦		49,901
	Arbitration award and other legal settlements				—			1,139		¦		—
	Non-cash stock compensation				10,196			6,936		¦		—
	Equity in (earnings) loss of unconsolidated affiliates and minority interests				4,009			1,259		¦		7,986
	Amortization of deferred gains and net unfavorable leases				(4,660	)		(5,575	)	¦		(7,820	)
	Loss on sale of assets				—			—		¦		540
	Provision for deferred taxes				14,063			37,693		¦		—
	Preferred stock dividends				2,701			2,599		¦		45,623
	Net gain from break-up fee and other related costs				(1,125	)		—		¦		—
		Changes in assets and liabilities, excluding the effects of acquisitions:
	Accounts receivable				(37,451	)		(19,633	)	¦		(40,745	)
	Inventory				(2,372	)		1,233		¦		(236	)
	Prepaid expense and current assets				(367	)		1,441		¦		(12,094	)
	Accounts payable and accrued expenses				(17,899	)		15,014		¦		(26,685	)
		Net cash provided by operating activities before debt restructuring and reorganization costs			115,220			233,387		¦		51,742
		Cash paid for debt restructuring and reorganization costs			(4,659	)		(54,202	)	¦		(44,405	)
		Net cash provided by operating activities			110,561			179,185		¦		7,337
Cash flows from investing activities:
	Capital expenditures				(59,758	)		(51,635	)	¦		(43,721	)
	Proceedings on maturity or sales of restricted marketable securities				39,765			52,202		¦		33,311
	Purchases of restricted marketable securities				(43,948	)		(86,077	)	¦		(55,057	)
	Acquisition of rehabilitation services business				(5,923	)		—		¦		—
	Proceeds from sale of eldercare assets				55,123			2,955		¦		7,010
	Purchase of eldercare assets				(5,325	)		(10,453	)	¦		—
	Notes receivable and other investment additions				(2,183	)		(2,655	)	¦		1,032
	Other, net				9,961			824		¦		(1,324	)
Net cash used in investing activities					(12,288	)		(94,839	)	¦		(58,749	)
Cash flows from financing activities:
	Repayment of long-term debt and payment of sinking fund requirements				(77,369	)		(48,455	)	¦		(77,990	)
	Proceeds from issuance of long-term debt				—			80,000		¦		285,000
	Debt issuance costs				—			—		¦		(14,413	)
	Net borrowings under prepetition working capital revolving credit facilities				—			—		¦		1,006
	Net borrowings under debtor-in-possession financing facility				—			—		¦		63,000
	Repayment of debtor-in-possession financing facility				—			—		¦		(196,000	)
	Repurchase of common stock				(36,208	)		—		¦		—
	Net cash (used in) provided by financing activities				(113,577	)		31,545		¦		60,603
Net (decrease) increase in cash and equivalents					(15,304	)		115,891		¦		9,191
Cash and equivalents:
Beginning of year					148,030			32,139		¦		22,948
End of year				$	132,726		$	148,030		¦	$	32,139
	Supplemental cash flow information:
		Interest paid		$	41,767		$	58,284		¦	$	118,057
		Income taxes paid, net of refunds			3,941			(5,594	)	¦		—
		Non-cash financing activities:
			Issuance of preferred stock		—			—		¦		42,600
			Capital leases		5,453			10,983		¦		3,484

See accompanying Notes to Consolidated Financial Statements.

F-21

NeighborCare, Inc.

Notes to Consolidated Financial Statements

(1)    Summary of Significant Accounting Policies

Organization and Description of Business

        NeighborCare, Inc. ("NeighborCare" or the "Company") was incorporated in May 1985 as a Pennsylvania corporation and was formerly named Genesis Health Ventures, Inc.

        Prior to December 1, 2003, the Company's operations were comprised of two primary business segments: pharmacy services and inpatient services. On December 1, 2003, the Company completed the distribution (the "spin-off") of the common stock of Genesis Healthcare Corporation ("GHC") and on December 2, 2003, the Company changed its name to NeighborCare, Inc. and changed its trading symbol to "NCRX." The spin-off was effected by way of a pro-rata tax free distribution of the common stock of GHC to holders of NeighborCare's common stock on December 1, 2003 at a rate of 0.5 shares of GHC stock for each share of NeighborCare stock owned as of October 15, 2003. NeighborCare received a private letter ruling from the Internal Revenue Service to the effect that, for United States federal income tax purposes, the distribution of GHC stock qualified as tax free for GHC and its shareholders, with the exception of cash received for fractional shares. The common stock of GHC began trading publicly on the Nasdaq National Market System on December 2, 2003 under the symbol "GHCI." As a result of the spin-off, NeighborCare continues to own and operate its pharmacy services business and its group purchasing organization and GHC owns and operates what was formerly the Company's inpatient services business (as well as its former rehabilitation therapy, diagnostic, respiratory, and management services businesses).

        In general, pursuant to the terms of the separation and distribution agreement between NeighborCare and GHC, all assets of the inpatient services business prior to the date of the spin-off became assets of GHC. The separation and distribution agreement also provides for assumptions of liabilities and cross-indemnities arising out of or in connection with the inpatient services business to GHC and all liabilities arising out of or in connection with the pharmacy services business to NeighborCare. In addition, GHC will indemnify NeighborCare for liabilities relating to the past inpatient services business. As a result of the spin-off, the Company's financial statements have been reclassified to reflect GHC as discontinued operations for all periods presented Adjustments, if any, are not expected to have a material effect on the consolidated financial statements.

        In connection with the spin-off, NeighborCare and GHC have agreed contractually to continue certain transitional arrangements and practices for a limited time after the spin-off. In addition, NeighborCare and GHC have entered into certain mutually beneficial commercial arrangements. Specifically, NeighborCare and GHC entered into a separation and distribution agreement, a tax sharing agreement, a transition services agreement, a group purchasing agreement, an employee benefits agreement, a pharmacy services agreement, a pharmacy benefit management agreement and a durable medical equipment agreement.

        The Company provides pharmacy services nationwide through its NeighborCare® integrated pharmacy operation that serves approximately 246,000 institutional beds in long-term care settings. NeighborCare also operates 32 community-based retail pharmacies and a group purchasing organization.

        GHC provided inpatient services through skilled nursing and assisted living centers primarily located in the eastern United States. GHC currently has 217 owned, leased, managed and jointly-owned eldercare centers with 26,470 beds. Revenues of GHC's owned and leased centers are included in discontinued operations in the consolidated statements of operations. Management fees earned from

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GHC's managed and jointly-owned centers are included in other revenues in the consolidated statements of operations. GHC also provided rehabilitation, diagnostic and respiratory services, the revenues for which were included in other revenues in the consolidated statements of operations.

Factors Affecting Comparability of Financial Information

        As a consequence of the implementation of fresh-start reporting effective September 30, 2001 (see note 2—"Reorganization"), the financial information presented in the consolidated statements of operations, shareholders' equity (deficit) and cash flows for the year ended September 30, 2003 and 2002 are generally not comparable to the financial results for the corresponding period in 2001. To highlight the lack of comparability, a solid vertical line separates the pre-emergence financial information from the post-emergence financial information in the accompanying consolidated financial statements and the notes thereto. Any financial information herein labeled "Predecessor Company" refers to periods prior to the adoption of fresh-start reporting, while those labeled "Successor Company" refer to periods following the Company's adoption of fresh-start reporting.

        The lack of comparability in the accompanying consolidated financial statements is most apparent in the Company's capital costs (lease, interest, depreciation and amortization), as well as with, debt restructuring and reorganization costs and net (gain) on debt discharge, and preferred dividends. Management believes that business segment operating revenues and EBITDA of the Successor Company are generally comparable to those of the Predecessor Company.

Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of the Successor Company of NeighborCare, Inc. and its subsidiaries as of September 30, 2003 and 2002 and for the years ended September 30, 2003 and 2002, and the Predecessor Company of NeighborCare, Inc. and its subsidiaries for the year ended September 30, 2001. All significant intercompany accounts and transactions have been eliminated in consolidation.

        Investments in unconsolidated affiliated companies, owned 20% to 50% inclusive, are stated at cost of acquisition plus the Company's equity in undistributed net income (loss) since acquisition. The change in the equity in net income (loss) of these companies is reflected as a component of net income or loss in the consolidated statements of operations.

        The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, the consolidated financial statements for the periods presented include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented.

        Certain prior year balances have been reclassified to conform to current year presentation.

Cost of Revenues

        Costs of revenues include the net product costs of pharmaceuticals sold and direct charges attributable to providing revenue-generating services. This presentation is applicable to NeighborCare, Inc. as all of the revenues generated from operations are derived from pharmacy

F-23

services. This presentation was not applicable in prior periods as the revenues from operations were inclusive of both pharmacy and inpatient services and a gross profit presentation was not indicative of the Company's gross margin. As such, prior periods have been reclassified to reflect this presentation.

Revenue Recognition / Contractual Allowances

        Within the Company's pharmacy and other ancillary service businesses, the Company records revenues at the time services or products are provided or delivered to the customer. Upon delivery of products or services, the Company has no additional performance obligation to the customer. The Company receives payments through reimbursement from Medicaid and Medicare programs and directly from individual residents (private pay), private third-party insurers and long-term care facilities.

        Within the Company's pharmacy services segment, the Company records an estimated contractual allowance against non-private pay revenues and accounts receivable. Accordingly, the net revenues and accounts receivable reported in the Company's consolidated financial statements are recorded at the amount expected to be received. Contractual allowances are adjusted to actual as cash is received and claims are reconciled. The Company evaluates the following criteria in developing the estimated contractual allowance percentages each month: historical contractual allowance trends based on actual claims paid by third party payors; review of contractual allowance information reflecting current contract terms; consideration and analysis of changes in customer base, product mix, payor mix reimbursement levels or other issues that may impact contractual allowances.

        Within the Company's former inpatient services segment, revenue was recognized in the period the related services are rendered. The Company derived a substantial portion of its inpatient services revenue under Medicaid and Medicare reimbursement systems.

        Within the Company's former inpatient services segment, under certain prospective Medicaid systems and Medicare, the Company was reimbursed at a predetermined rate based upon the historical cost to provide the service, demographics of the site of service and the acuity of the customer. The differences between the established billing rates and the predetermined rates was recorded as contractual adjustments and deducted from revenues.

        The Company recorded contractual allowances from continuing operations of $191.4 million, $183.3 million and $166.0 million in fiscal years 2003, 2002 and 2001, respectively.

Cash Equivalents

        Short-term investments that have a maturity of ninety days or less at acquisition are considered cash equivalents. Investments in cash equivalents are carried at cost, which approximates fair value. The Company's cash balances at September 30, 2003 and 2002 include $4.7 million and $5.5 million of restricted cash, respectively. This restricted cash is held by the Company's wholly-owned captive insurance subsidiary, Liberty Health Corp., LTD ("LHC") and is substantially restricted to securing the outstanding claims losses of LHC. As of December 1, 2003, LHC is a wholly-owned subsidiary of GHC.

Restricted Investments in Marketable Securities

        Restricted investments in marketable securities, which are comprised of fixed interest securities, equity securities and money market funds are considered to be available for sale and accordingly are

F-24

reported at fair value with unrealized gains and losses, net of related tax effects, included within accumulated other comprehensive income (loss) as a separate component of shareholders' equity. Fair values for fixed interest securities and equity securities are based on quoted market prices.

        A decline in the market value of any security below cost that is deemed other than temporary is charged to earnings, resulting in the establishment of a new cost basis for the security.

        Premiums and discounts on fixed interest securities are amortized or accreted over the life of the related security as an adjustment to yield. Realized gains and losses for securities classified as available for sale are included in other revenue and are derived using the specific identification method for determining the cost of securities sold.

        Marketable securities are held by the Company's wholly-owned captive insurance subsidiary, LHC, and are substantially restricted to securing the outstanding claims losses of LHC.

Allowance for Doubtful Accounts

        The Company utilizes the "Aging Method" to evaluate the adequacy of its allowance for doubtful accounts. This method is based upon applying estimated standard allowance requirement percentages to each accounts receivable aging category for each type of payor. The Company has developed estimated standard allowance requirement percentages by utilizing historical collection trends and its understanding of the nature and collectibility of receivables in the various aging categories and the various segments of the Company's business. The standard allowance percentages are developed by payor type as the accounts receivable from each payor type have unique characteristics. The allowance for doubtful accounts is determined utilizing the aging method described above while also considering accounts specifically identified as uncollectible. Accounts receivable that Company management specifically estimates to be uncollectible, based upon the age of the receivables, the results of collection efforts, or other circumstances, are reserved for in the allowance for doubtful accounts until they are written-off.

        Management believes the assumptions used in the aging method employed in fiscal 2003 and 2002, coupled with continued improvements in our collection patterns suggests the allowance for doubtful accounts is adequately provided for. However, because the assumptions underlying the aging method are based upon historical data, there is a risk that the Company's current assumptions are not reflective of more recent collection patterns. Changes in overall collection patterns can be caused by market conditions and/or budgetary constraints of government funded programs such as Medicare and Medicaid. Such changes can adversely impact the collectibility of receivables, but not be addressed in a timely fashion when using the aging method, until updates to the Company's periodic historical collection studies are completed and implemented.

Inventories

        Inventories, consisting of drugs and supplies, are stated at the lower of cost or market. Cost is determined primarily on the first-in, first-out ("FIFO") method.

        Physical inventory counts are performed periodically at all sites. As the Company does not utilize a perpetual inventory system, cost of sales is estimated between physical counts and is adjusted to actual by recording the results of the periodic physical inventory counts.

F-25

Property, Plant and Equipment

        As part of fresh-start reporting, substantially all property, plant and equipment was re-valued to estimated fair value as of September 30, 2001, which became the new cost basis. In addition, the depreciable lives of certain assets were changed. All capital additions made subsequent to September 30, 2001 are stated at cost.

        Depreciation is calculated on the straight-line method over estimated useful lives of 20-35 years for land and building improvements and buildings, and 3-15 years for equipment, furniture and fixtures and information systems. Included in depreciation expense is the amortization of assets capitalized under capitalized lease obligations. Expenditures for maintenance and repairs necessary to maintain property and equipment in efficient operating condition are charged to operations as incurred. Costs of additions and betterments are capitalized. Interest costs associated with construction or renovation are capitalized in the period in which they are incurred.

        Depreciation expense from continuing operations for the fiscal years ended September 30, 2003, 2002 and 2001 was $23.6 million, $20.8 million and $16.1 million, respectively.

Deferred Financing Costs

        Financing costs are deferred and are amortized on a straight-line basis, which approximates the effective interest method, over the terms of the related debt. Deferred financing costs were $12.0 million ($7.6 million net of accumulated amortization) and $14.0 million ($10.1 million net of accumulated amortization) at September 30, 2003 and 2002, respectively, and are included in other long-term assets. Amortization of deferred financing fees is included in depreciation and amortization expense in the consolidated statements of operations.

Long-Lived Asset Valuation

        The Company accounts for long-lived assets, other than goodwill with an indefinite useful life, in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to the future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized to the extent the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

        With regard to goodwill, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets." on September 30, 2001. SFAS No. 142 provides that goodwill no longer be amortized on a recurring basis but rather is subject to periodic impairment testing. Prior to adopting SFAS No. 142, the Company amortized goodwill over periods not exceeding 40 years. The impairment test requires companies to compare the fair value of its businesses to their carrying value including assigned goodwill. SFAS No.142 requires an impairment test annually. In addition, goodwill is tested more frequently if changes in circumstances or the occurrence of events indicate impairment exists. The

F-26

Company performed annual impairment tests effective September 30, 2003 and 2002 and the results of these tests indicated that the fair value of the Company's goodwill exceeded carrying amounts.

        In fresh-start reporting, the Company's reorganization value in excess of fair value (goodwill) was allocated to the former pharmacy segment and identifiable intangible assets were assigned to the specific reporting units that own these assets.

Loss Reserves For Certain Self-Insured Programs

Workers' compensation and general and professional liability

        Certain of the Company's workers compensation, and general and professional liability coverage is provided by the Company's wholly-owned insurance company, Liberty Health Corp., LTD ("LHC"). LHC was a wholly-owned subsidiary of GHC as of the date of the spin-off and as a result will not be included in the consolidated financial statements of the Company after the spin-off.

        Outstanding losses and loss expenses comprise estimates of the amount of reported losses together with a provision for losses incurred but not reported, based on the recommendations of an independent actuary using the past experience of the Company and the industry.

        Prior to June 1, 2000, the Company had first dollar coverage for general and professional liability costs with third party insurers; accordingly, the Company has no exposure for claims prior to that date. Effective June 1, 2000, the Company began insuring a substantial portion of its professional liability risks through its wholly-owned insurance company, LHC. Specifically, the Company is responsible for the first dollar of each claim (on a claims-made basis), up to a self-insurance retention limit determined by the individual policies, subject to aggregate limits for each policy year. The self-insured retention limits amount to $14 million, $22 million and $19 million for the policy years ended May 31, 2004, 2003 and 2002, respectively. For policy years 2004 and 2002, any costs above these retention limits are covered by third-party insurance carriers. For policy year 2003 (June 2002 to May 2003), the Company has retained an additional self-insurance layer of $5 million. Since the June 1, 2000 inception of the self-insurance program through September 30, 2003, the Company's cumulative self-insurance retention levels are $60 million and its provision for these losses is $45.8 million. Assuming the Company's actual losses were to reach its retention limits in each of the policy years, its additional exposure is approximately $14.2 million which, if incurred, would be recognized as an increase to other operating expenses in the Company's consolidated statements of operations in the period such exposure became known. In addition, the Company has provided $5.3 million for the estimated costs of claims incurred but not reported as of September 30, 2003.

        Beginning in 1994, the Company insured its workers compensation exposure, principally via self-insurance retentions and large deductible programs through LHC. In addition, the Company inherited legacy workers compensation programs from acquisitions it completed.

        Over the past three years, the majority of the Company's workers compensation coverage was structured as follows: For policy years 2002-2004 (May 1, 2001-April 30, 2004) the Company has large deductible programs, the deductibles for which are insured through LHC; and for policy year 2001 (May 1, 2000-April 30, 2001) the Company was insured on a first dollar coverage basis for its Multicare subsidiaries, and insured through an incurred loss retrospectively rated policy for its non-Multicare subsidiaries.

F-27

        For policy years 2004, 2003 and 2002, the Company is self-insured through LHC up to the first $0.5 million per incident for workers compensation. All claims above $0.5 million per incident are insured through a third-party insurer. The Company has annual aggregate self-insured retentions of $47.4 million, $52.8 million and $48 million in policy years 2004, 2003 and 2002, respectively. Claims above these aggregate limits are insured through a third party-insurer as of September 30, 2003. The Company's provision for losses in these policy years is $53.4 million as of September 30, 2003. The Company's reserve levels are evaluated on a quarterly basis. Any necessary adjustments are recognized as an adjustment to salaries, wages and benefits in the consolidated statements of operations.

        For policy year 2001, the Company's incurred losses for the Company's non-Multicare subsidiaries for workers compensation recognized through September 30, 2003 were $20.8 million. The Company's development factors are updated quarterly and are based upon commonly used industry standards. Any changes to the incurred losses are recognized quarterly as an adjustment to salaries, wages and benefits in the Company's consolidated statements of operations. The Company is insured through a third party insurer for aggregate claims in excess of $44.1 million.

        The Company records outstanding losses and loss expenses for both general and professional liability and workers compensation liability's based on the estimates of the amount of reported losses together with a provision for losses incurred but not reported, based on the recommendations of an independent actuary, and management's judgment using its past experience and industry experience. As of September 30, 2003, the Company's estimated range of discounted outstanding losses for these liabilities is $60.2 million to $74.2 million. The Company's recorded reserves for these liabilities were $66.4 million as of September 30, 2003, and is included in self-insurance liability reserves in its consolidated balance sheet. The Company (through LHC) has restricted investments in marketable securities of $90.6 million at September 30, 2003 which are substantially restricted to securing the outstanding claim losses of LHC.

        General and professional liability and workers compensation claims are discounted at a rate of 4.5% in 2003 and 2002, which estimates the present value of funds required to pay losses at a future date. Had the Company provided losses at undiscounted levels at September 30, 2003 and 2002, the reserve for outstanding losses and loss expenses would have been increased by approximately $12 million in 2003 and $6.6 million in 2002.

        Management believes based on the recommendations of an independent actuary, that the provision for outstanding losses and loss expenses will be adequate to cover the ultimate net cost of losses incurred as of the balance sheet date but the provision is necessarily an estimate and may ultimately be settled for a significantly different amounts. It is at least reasonably possible that management will revise this estimate significantly in the near term. Any subsequent revisions are recorded in the period in which they are determined.

Self-Insured Health Plan

        The Company offers employees an option to participate in a self-insured health plan. Health claims under this plan are self-insured with a stop-loss umbrella policy in place to limit maximum potential liability for both individual claims and total claims for a plan year. Health insurance claims are paid as they are submitted to the plan administrator. The Company maintains an accrual for claims that have been incurred but not yet reported (IBNR) to the plan administrator and therefore have not

F-28

been paid. The IBNR reserve is based on the historical claim lag period and current payment trends of health insurance claims (generally 2-3 months). The liability for the self-insurance health plan is recorded in accrued compensation in the accompanying consolidated balance sheets.

Income Taxes

        Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Provision is made for deferred income taxes applicable to temporary differences between financial statement and taxable income. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. To the extent that the deferred tax asset related to net operating loss carry-forwards are subject to a valuation allowance due to uncertainty regarding its utilization, the income tax benefit derived from its future utilization would ultimately be applied to reduce goodwill and, thereafter, to increase additional paid-in-capital.

Stock-Based Compensation

        The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," (SFAS 123) and applies APB Opinion No. 25 in accounting for its plans. Under the Company's stock option plan, the Company grants stock options to employees and directors at an exercise price equal to or greater than the fair market value on the date of grant. Accordingly, the Company has not recognized compensation cost for stock options issued to employees and directors in its consolidated financial statements. Had the Company determined compensation cost based on the fair value at the grant date consistent with the provisions of SFAS 123, the Company's net income would have been changed to the pro forma amounts indicated below (in thousands):

	2003		2002		2001
Net income—as reported	$	29,987	$	70,167	$	246,474
Net income—pro forma		25,947		57,422		246,474
Net income per share—as reported (diluted)	$	0.74	$	1.68	$	5.07
Net income per share—pro forma (diluted)		0.64		1.38		5.07

        The fair value of stock options granted in 2003 and 2002 was estimated at the grant date using the Black-Scholes option-pricing model with the following assumptions for 2003 and 2002: dividend yield of 0% (2003 and 2002); expected volatility of 39.18% (2003) and 36.92% (2002); a risk-free return of 2.69% (2003) and 3.8% (2002); and expected lives of 3.7 years (2003) and 8.1 years (2002).

        As a result of the Company's deteriorating stock price following its voluntary petition for relief under Chapter 11 bankruptcy, outstanding stock options had no fair value during the year ended September 30, 2001. Consequently, there is no stock compensation cost in fiscal 2001 pursuant to SFAS 123.

F-29

Comprehensive Income

        Comprehensive income includes all changes to shareholders' equity during a period, except those resulting from investments by and distributions to shareholders. The components of comprehensive income are shown in the consolidated statements of shareholders' equity (deficit).

Unfavorable Leases

        At September 30, 2003, an unfavorable lease credit of $11.3 million is carried on the consolidated balance sheet in long-term liabilities. The unfavorable lease credit was established at September 30, 2001 in accordance with the implementation of fresh-start reporting. Amortization of unfavorable leases is computed using the straight-line method over the individual terms of each unfavorable lease. See note 12, "—Leases and Lease Commitments."

Derivative Financial Instruments

        The Company follows the provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. The Company is exposed to the impact of interest rate changes. The Company employs established policies and procedures to manage its exposure to changes in interest rates. The Company's objective in managing exposure to interest rate changes is to limit the impact of such changes on earnings and cash flows and to lower its overall borrowing costs. To achieve the objective, the Company primarily uses interest rate swap and cap agreements to manage net exposure to interest rate changes related to its portfolio of borrowings. The Company does not enter into such arrangements for trading purposes. The Company recognizes all derivatives on the consolidated balance sheet at fair value. Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified as an adjustment to interest expense as the underlying hedged item affects earnings.

Reimbursement of Managed Property Labor Costs

        The Company manages the operations of 57 eldercare centers. Under a majority of these arrangements, the Company employs the operational staff of the managed business for ease of benefit administration and bills the related wage and benefit costs on a dollar-for-dollar basis to the owner of the managed property. In this capacity, the Company operates as an agent on behalf of the managed property owner and is not the primary obligor in the context of a traditional employee / employer relationship. Historically, the Company has treated these transactions on a "net basis," thereby not reflecting the billed labor and benefit costs as a component of its net revenue or expenses. For the years ended September 30, 2003, 2002 and 2001 the Company billed its managed clients $125.3 million, $140.5 million, and $153.6 million, respectively, for such labor related costs.

Earnings or Loss Per Share

        Basic earnings or loss per share is calculated by dividing net income or loss attributed to common shareholders by the weighted average of common shares outstanding during the period. Diluted earnings per share is calculated by using the weighted average of common shares outstanding adjusted to include the potentially dilutive effect of common stock equivalents.

F-30

        The following table sets forth the computation of basic and diluted earnings per share applicable to common shares (in thousands except per share data):

		Successor Company
							Predecessor Company 2001
		2003		2002
Earnings (loss) used in computation:
Income from continuing operations—basic and diluted computation		$	1,255	$	3,660	¦	$	875,341
Income (loss) from discontinued operations—basic and diluted computation		$	28,732	$	66,507	¦	$	(628,867	)
Net income available to common shareholders—basic computation		$	29,987	$	70,167	¦	$	246,474
Elimination of preferred stock dividend requirements upon assumed conversion of preferred stock			—		2,599	¦		—
Net income available to common shareholders—diluted computation		$	29,987	$	72,766	¦	$	246,474
Shares used in computation:
Weighted average shares outstanding—basic computation			40,756		41,226	¦		48,641
Dilutive effect of outstanding stock options			1		—	¦		—
Contingent consideration related to an acquisition			—		34	¦		—
Weighted average shares outstanding—diluted computation, income from continuing operations and discontinued operations			40,757		41,260	¦		48,641
Add: assumed conversion of preferred stock			—		2,091	¦		—
Weighted average shares outstanding—diluted computation, income available to common shareholders			40,757		43,351	¦		48,641
Per common share data:
Basic:
	Income from continuing operations	$	0.03	$	0.09	¦	$	18.00
	Income (loss) from discontinued operations		0.71		1.61	¦		(12.93	)
	Net income available to common shareholders		0.74		1.70	¦		5.07
Diluted:
	Income from continuing operations	$	0.03	$	0.09	¦	$	18.00
	Income (loss) from discontinued operations(1)		0.71		1.61	¦		(12.93	)
	Net income available to common shareholders		0.74		1.68	¦		5.07

(1)

The basic weighted average shares outstanding is used for all periods to calculate per share amounts from discontinued operations.

F-31

New Accounting Pronouncements

        In May 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145, "Recission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections as of April 2002" ("SFAS 145"). SFAS 145 rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," which required that gains and losses from extinguishment of debt that were included in the determination of net income be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. Under SFAS 145, gains or losses from extinguishment of debt should be classified as extraordinary items only if they meet the criteria in Accounting Principles Board Opinion No. 30 ("APB 30"), "Reporting Results of Operations—Reporting the Effects of Disposal of a Segment of a Business." Applying the criteria in APB 30 will distinguish transactions that are part of an entity's recurring operations from those that are unusual or infrequent or that meet the criteria for classification as an extraordinary item. SFAS 145 is effective for fiscal years beginning after May 15, 2002 for provisions related to SFAS No. 4, effective for all transactions occurring after May 15, 2002 for provisions related to SFAS No. 13 and effective for all financial statements issued on or after May 15, 2002 for all other provisions of SFAS 145. The most significant impact of the adoption of SFAS 145 on the Company is that effective October 1, 2002 any gains or losses on the extinguishment of debt that were classified as extraordinary items in prior periods that do not meet the new criteria of APB 30 for classification as extraordinary items have been reclassified. This reclassification includes the $1.5 billion gain recognized in fiscal 2001 in connection with the discharge of liabilities subject to compromise upon the Company's emergence from Chapter 11 bankruptcy which is now included in income from continuing operations.

        In December 2002, FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Guarantees of Indebtedness of Others" (the "Interpretation"). The Interpretation requires the recognition of a liability by a guarantor at the inception of certain guarantees at fair value. The new requirements are effective for interim and annual financial statements ending after December 15, 2002. The recognition of the liability is required even if it is not probable that payments will be required under the guarantee or if the guarantee was issued with a premium payment or as part of a transaction with multiple elements. The Company applies the recognition and measurement provisions for all guarantees entered into or modified after December 31, 2002. The Company had provided $23.2 million of financial guarantees prior to December 31, 2002 that remain in effect as of September 30, 2003, related to loan and lease commitments of five jointly-owned and managed companies that remain in effect as of September 30, 2003. Subsequent to the spin-off, the Company had guaranty obligations related to various leases and subleases entered into by GHC, the former inpatient services business of NeighborCare. These obligations remained with NeighborCare following the spin-off and were not assigned under the separation and distribution agreement. The guarantees secure the payment of annual rents due to lessors for various long-term care facilities and specialized nursing centers. The nature of the guarantees only require cash payment in the event of default by GHC and does not guarantee residual values of the leased properties. The majority of the guarantees have been indemnified by GHC as of the date of the spin-off. Remaining annual rents for the guaranteed leases and subleases not indemnified by GHC aggregate $4.2 million annually through March 2, 2009.

        In January 2003, FASB issued Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities," as subsequently revised December 2003 ("FIN 46R") with the objective of improving financial reporting by companies involved with variable interest entities. A variable interest entity is a

F-32

corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights, or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. Historically, entities generally were not consolidated unless the entity was controlled through voting interests. FIN 46R changes that by requiring a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. A company that consolidates a variable interest entity is called the "primary beneficiary" of that entity. FIN 46R also requires disclosures about variable interest entities that a company is not required to consolidate but in which it has a significant variable interest. The consolidation requirements of FIN 46R apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements of FIN 46R apply to existing entities in the first fiscal year or interim period beginning after June 15, 2003, with early adoption permitted. Also, certain disclosure requirements apply to all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The Company has concluded that one of its joint venture partnerships that operates four eldercare centers requires consolidation under FIN 46R because the Company holds a majority of the related financial risks and rewards, despite the Company's lack of voting control. This partnership has assets of $7.3 million, annual revenues of approximately $15.5 million, and de minimus net income. Effective in the second fiscal quarter of 2003, the Company began consolidating this entity, which is held for sale. Upon consolidation, the Company eliminated its investment in this partnership. At September 30, 2003, the Company's maximum exposure to loss as a result of its involvement with this partnership was $12.4 million, consisting of the Company's financial guarantee related to the lease obligations of the joint venture partnership. Subsequent to September 30, 2003, the $12.4 million guarantee was terminated in connection with the sale of the partnership's leasehold rights to an independent third party.

Use of Estimates

        The Company has made a number of estimates relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Some of the more significant estimates impact accounts receivable, long-lived assets and loss reserves for self-insurance programs. Actual results could differ significantly from those estimates. See note 4—"Certain Significant Risks and Uncertainties."

(2)    Reorganization

        On June 22, 2000 (the "Petition Date"), NeighborCare and certain of its direct and indirect subsidiaries filed for voluntary relief under Chapter 11 of the United States Code (the "Bankruptcy Code") with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On the same date, NeighborCare's 43.6% owned affiliate, The Multicare Companies, Inc., and certain of its direct and indirect subsidiaries ("Multicare") and certain of its affiliates also filed for relief under Chapter 11 of the Bankruptcy Code with the Bankruptcy Court (singularly and collectively referred to herein as "the Chapter 11 cases" or other general references to these cases unless the context otherwise requires).

F-33

        NeighborCare's and Multicare's financial difficulties were attributed to a number of factors. First, the federal government made fundamental changes to the reimbursement for medical services provided to individuals. The changes had a significant adverse impact on the healthcare industry as a whole and on NeighborCare's and Multicare's cash flows. Second, the federal reimbursement changes exacerbated a long-standing problem of inadequate reimbursement by the states for medical services provided to indigent persons under the various states Medicaid programs. Third, numerous other factors adversely affected NeighborCare's and Multicare's cash flows, including increased labor costs, increased professional liability and other insurance costs, and increased interest rates. Finally, as a result of declining governmental reimbursement rates and in the face of rising inflationary costs, NeighborCare and Multicare were too highly leveraged to service our debt, including our long-term lease obligations.

        On October 2, 2001, (the "effective date"), NeighborCare and Multicare consummated a joint plan of reorganization (the "Plan") under Chapter 11 of the Bankruptcy Code (the "Reorganization") pursuant to a September 20, 2001 order entered by the Bankruptcy Court approving the Plan proposed by NeighborCare and Multicare. In general, the Plan provided for the resolution of all claims against the Company and Multicare as of the Petition Date in exchange for new indebtedness, preferred stock, warrants and/or common stock of NeighborCare. In addition, Multicare became a wholly-owned subsidiary of the Company and a new board of directors was constituted.

        In accordance with SOP 90-7 (as defined in note 3—"Fresh-Start Reporting"), the Company recorded all expenses incurred as a result of the Bankruptcy filing separately as debt restructuring and reorganization costs. A summary of the principal categories of debt restructuring and reorganization costs and net (gain) on debt discharge from continuing operations follows (in thousands):

	Successor Company
						Predecessor Company 2001
	2003		2002
Professional, bank and other fees	$	—	$	2,570	¦	$	59,393
Employee benefit related costs, including severance		—		—	¦		16,786
Exit costs of terminated businesses		—		—	¦		5,877
Fresh-start valuation adjustments(1)		—		—	¦		334,418
Gain on debt discharge(2)		—		—	¦		(1,444,909	)
Total debt restructuring and reorganization costs and net gain on debt discharge	$	—	$	2,570	¦	$	(1,028,435	)

(1)

The fresh-start valuation adjustment represents the net write-down to fair value of NeighborCare's assets and liabilities from continuing operations at September 30, 2001, and does not include $699.3 million of net write-downs attributed to discontinued operations.

(2)

The gain on debt discharge in 2001 represents the relief of NeighborCare's obligations for liabilities subject to compromise from continuing operations, and does not include $79.9 million attributed to discontinued operations.

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        As a result of the consummation of the Plan, the Company recognized a gain on debt discharge in 2001 as follows (in thousands):

Liabilities subject to compromise:
	Revolving credit and term loans		$	1,484,904
	Senior subordinated notes			617,510
	Other indebtedness			120,961
Long-term debt subject to compromise				2,223,375
	Accounts payable and accrued liabilities			64,621
	Accrued interest (including a $28,331 swap termination fee)			87,716
	Accrued preferred stock dividends on Series G Preferred Stock			49,673
Subtotal—liabilities subject to compromise				2,425,385
Redeemable preferred stock—Series H and Series I				468,722
Total liabilities subject to compromise				2,894,107
Less:
	Cash payments			25,000
	Value of secured, priority and other claims assumed			143,319
	Value of new Senior Secured Notes			242,605
	Value of Term Loan used to repay synthetic lease facility			50,000
	Carrying value of deferred financing fees of discharged debts			32,230
	Value of Successor Company's common stock			833,530
	Value of Successor Company's redeemable preferred stock			42,600
		Gain on debt discharge	$	1,524,823
Less: net gain on discontinued operations				(79,914	)
		Gain on debt discharge as reported from continuing operations	$	1,444,909

(3)    Fresh-Start Reporting

        Upon emergence from our Chapter 11 proceedings, NeighborCare adopted the principles of fresh-start reporting in accordance with the American Institute of Certified Public Accountants Statement of Position 90-7, "Financial Reporting By Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7") / ("fresh-start reporting"). For financial reporting purposes, NeighborCare adopted the provisions of fresh-start reporting effective September 30, 2001. In connection with the adoption of fresh-start reporting, a new entity was deemed created for financial reporting purposes, the provisions of the Plan were implemented, assets and liabilities were adjusted to their estimated fair values and NeighborCare's accumulated deficit was eliminated.

        In adopting the requirements of fresh-start reporting as of September 30, 2001, the Company was required to value its assets and liabilities at fair value and eliminate its accumulated deficit at September 30, 2001. A $1,525 million reorganization value, before consideration of post filing current and long term liabilities or minority interests was determined by the Company with the assistance of financial advisors in reliance upon various valuation methods, including discounted projected cash flow

F-35

analysis, price / earnings ratios, and other applicable ratios and economic industry information relevant to the operations of the Company, and through negotiations with the various creditor parties in interest.

        The following reconciliation of the Predecessor Company's consolidated balance sheet as of September 30, 2001 to that of the Successor Company was prepared to present the primary adjustments that give effect to the reorganization and fresh-start reporting.

        The adjustments entitled "Reorganization" reflect the consummation of the Plan, and the more significant adjustments are summarized as follows:

•

Other long-term assets—represents the write-off of unamortized financing fees associated with debts that were discharged in connection with the Plan.



•

Current installments of long-term debt, accrued interest and long-term debt—represents the capitalization of the Company's newly issued senior debt agreements in accordance with the Plan, as well as debts specifically held by the Company's subsidiaries that were deemed unimpaired in accordance with the Plan. Adjustments to accrued interest represent unpaid interest obligations through September 30, 2001 that were deemed unimpaired in accordance with the Plan.



•

Liabilities subject to compromise—represents the write-off of liabilities that were discharged under the Plan and the reclassification of debt obligations to appropriate debt accounts for those debts specifically held by the Company's subsidiaries that were deemed unimpaired in accordance with the Plan.



•

Deferred gain and other long-term liabilities—represents the reclassification of liabilities subject to compromise that survived the bankruptcy in accordance with the Plan. These liabilities principally consist of priority tax claims made by a multitude of taxing authorities.



•

Redeemable preferred stock—represents the cancellation of the previously issued Series H and Series I Preferred, as well as the issuance of the Series A Preferred in accordance with the Plan.



•

Series G preferred stock, common stock, additional paid-in-capital and treasury stock—represents the cancellation of the Company's previously issued equity securities, offset by 41 million newly issued shares of common stock of the successor company at $20.33 per share.



•

Retained earnings (accumulated deficit)—represents the net gain recognized for relief of the Company's obligations for liabilities subject to compromise in exchange for the newly issued debt and equity securities.

        The adjustments entitled "Fresh-Start Adjustments" reflect the adoption of fresh-start reporting, including management's estimates of the fair value of its assets and liabilities by utilizing both independent appraisals and commonly used discounted cash flow valuation methods. The fresh-start adjustments are summarized as follows:

•

Property and equipment, net—represents the net write-down of property and equipment to its fair value.



•

Other long-term assets—represents the write-down of cost report receivables due principally from the Medicare program. In connection with the reorganization, the Company entered into a

F-36

global settlement with the federal government regarding various unresolved reimbursement appeal issues. As a result of the settlement, the Company agreed not to further pursue collection of certain of its cost report receivable accounts due from Medicare.

•

Identifiable intangible assets—represents the fair value of customer contracts, trademarks and tradenames, and non-compete agreements.



•

Goodwill, net—represents the write-off of goodwill which was deemed unrecoverable.



•

Deferred gain and other long-term liabilities—represents the write-off of $40.1 million of deferred gains recorded on sale lease back transactions, offset by the recognition of $28.6 million of net unfavorable lease liabilities recognized in order to carry certain above market operating leases at fair value.



•

Deferred income taxes—represents the revaluation of deferred tax assets and liabilities.



•

Minority interest—represents the elimination of NeighborCare's right to purchase its joint venture partners' minority interest in Multicare for $2.0 million.



•

Retained earnings (accumulated deficit)—represents the offsetting net loss recognized in fresh-start reporting related to the previously described fresh-start adjustments.

        Several of the Company's subsidiaries did not file for Chapter 11 protection. The non-filing subsidiaries were not subject to the fresh-start reporting provisions under SOP 90-7 and, consequently, their balance sheets are reflected in the consolidated balance sheet at historical carrying value.

		Predecessor Company			Reorganization			Fresh-Start Adjustments			Reclassification		Successor Company
		(in thousands)
Assets:
	Cash and equivalents	$	30,552		$	1,587		$	—		$	—	$	32,139
	Restricted investments in marketable securities		12,932			—			—			—		12,932
	Accounts receivable, net		399,816			—			—			—		399,816
	Inventory		65,222			—			—			—		65,222
	Prepaid expenses and other current assets		35,753			—			—			—		35,753
	Total current assets		544,275			1,587			—			—		545,862
	Property, plant and equipment		1,387,608			—			(553,883	)		—		833,725
	Accumulated depreciation		(306,797	)		—			295,812			—		(10,985	)
	Property, plant and equipment, net		1,080,811			—			(258,071	)		—		822,740
	Restricted investments in marketable securities		38,693			—			—			—		38,693
	Notes receivable and other investments		18,001			—			(3,462	)		—		14,539
	Other long-term assets		84,135			(25,452	)		(12,985	)		—		45,698
	Investments in unconsolidated affiliates		12,504			—			—			—		12,504
	Identifiable intangible assets		—			—			33,591			—		33,591
	Goodwill, net		1,155,956			—			(830,363	)		—		325,593
Total assets		$	2,934,375		$	(23,865	)	$	(1,071,290	)	$	—	$	1,839,220

F-37

		Predecessor Company			Reorganization			Fresh-Start Adjustments			Reclassification			Successor Company
		(in thousands)
Liabilities and Shareholders' Equity (Deficit)
	Current installments of long-term debt	$	196,000		$	(196,000	)	$	—		$	41,241		$	41,241
	Accounts payable		46,429			—			—			—			46,429
	Accrued expenses		67,904			(5,635	)		2,423			—			64,692
	Current portion of self-insurance liability reserves		12,932			—			—			—			12,932
	Accrued compensation		78,074			—			—			—			78,074
	Accrued interest		1,599			14,239			—			—			15,838
	Income taxes payable		4,640			—			—			—			4,640
Total current liabilities			407,578			(187,396	)		2,423			41,241			263,846
	Liabilities subject to compromise		2,425,385			(2,425,385	)		—			—			—
	Long-term debt		14,104			626,921			3,484			(41,241	)		603,268
	Deferred income taxes		48,534			—			(48,534	)		—			—
	Self-insurance liability reserves		26,834			—			—			—			26,834
	Deferred gain and other long-term liabilities		46,713			30,500			(11,536	)		—			65,677
	Minority interests		4,137			—			(2,000	)		—			2,137
	Redeemable preferred stock		468,722			(426,122	)		—			—			42,600
	Shareholders' equity (deficit)
	Series G preferred stock		6			(6	)		—			—			—
	Common stock		973			(153	)		—			—			820
	Additional paid-in capital		803,202			832,710			—			(803,202	)		832,710
	Retained earnings (accumulated deficit)		(1,311,762	)		1,524,823			(1,015,127	)		803,202			1,136
	Accumulated other comprehensive income		192			—			—			—			192
	Treasury stock, at cost		(243	)		243			—			—			—
Total shareholders' equity (deficit)			(507,632	)		2,357,617			(1,015,127	)		—			834,858
Total liabilities and shareholders' equity (deficit)		$	2,934,375		$	(23,865	)	$	(1,071,290	)	$	—		$	1,839,220

Accounting Pronouncements Adopted in Fresh-Start Reporting

        As of September 30, 2001, and in accordance with the early adoption provisions of SOP 90-7, the Company adopted the provisions of Statements of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS No. 141"), Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), and Standards of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144").

F-38

(4)    Certain Significant Risks and Uncertainties

        The Company receives revenues from Medicare, Medicaid, private insurance, self-pay residents, other third party payors and long-term care facilities which utilize our pharmacy and other specialty medical services. The healthcare industry is experiencing the effects of the federal and state governments' trend toward cost containment, as government and other third party payors seek to impose lower reimbursement and utilization rates and negotiate reduced payment schedules with providers. These cost containment measures, combined with the increasing influence of managed care payors and competition for patients, have resulted in reduced rates of reimbursement for services provided by the Company.

        The Medicaid and Medicare programs are highly regulated. The failure of the Company or its customers to comply with applicable reimbursement regulations could adversely affect the Company's business. The Company monitors its receivables from third-party payor programs and reports such revenues at the net realizable value expected to be received.

        The Company earned revenues from the following payor sources for the three years ended September 30, 2003:

	2003		2002		2001
Medicaid	42	%	40	%	37	%
Long term care facilities	30		34		35
Third-party payor	16		14		14
Private	10		10		11
Medicare Part B	2		2		3
Total	100	%	100	%	100	%

        It is not possible to quantify fully the effect of pending legislative or regulatory changes, the administration of such legislation or any other governmental initiatives on the Company's business. Accordingly, there can be no assurance that the impact of these changes or any future healthcare legislation will not further adversely affect the Company's business. There can be no assurance that payments under governmental and private third-party payor programs will be timely, will remain at levels comparable to present levels or will, in the future, be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to such programs. The Company's financial condition and results of operations may be affected by the reimbursement process, which in the healthcare industry is complex and can involve lengthy delays between the time that revenue is recognized and the time that reimbursement amounts are settled.

F-39

(5)    Significant Transactions and Events

Strategic Planning, Severance and Other Related Costs

        The Company has incurred costs that are directly attributable to the Company's long term objective of transforming to a pharmacy-based business, including the spin-off. Details of these costs and the amounts incurred, but not paid at September 30, 2003 follow (in thousands):

        Fiscal 2003:

	Accrued at Beginning of Year		Provision		Paid		Non-cash Charges		Accrued at End of Year
Severance and related costs	$	1,100	$	14,247	$	5,916	$	8,431	$	1,000
Strategic consulting costs		621		12,909		10,150		1,220		2,160
Total	$	1,721	$	27,156	$	16,066	$	9,651	$	3,160

        Fiscal 2002:

	Accrued at Beginning of Year		Provision		Paid		Non-cash Charges		Accrued at End of Year
Severance and related costs	$	—	$	16,410	$	10,599	$	4,711	$	1,100
Strategic consulting costs		—		4,730		3,089		1,020		621
Asset impairments		—		358		—		358		—
Total	$	—	$	21,498	$	13,688	$	6,089	$	1,721

Severance and Related Costs

        In fiscal 2002, the Company announced an expense reduction program, which included the termination of over 100 individuals resulting in $3.8 million of severance related costs in that year. In fiscal 2003, in a continuation of that expense reduction initiative, additional overhead terminations resulted in a charge of severance and related costs of $2.2 million. At September 30, 2003, $1.0 million remained unpaid, which is expected to be paid in the first fiscal quarter of 2004.

        In fiscal 2002, Michael R. Walker resigned as the Company's chief executive officer. The Company's board of directors appointed Robert H. Fish as its interim chief executive officer. Also, in that period, David C. Barr resigned as vice chairman. In fiscal 2002, the Company recognized $12.6 million in severance and related costs relating to the transition agreements with Mr. Walker and Mr. Barr.

        In fiscal 2003, Richard R. Howard resigned as vice chairman. The Company recognized $4.8 million in severance and related costs in fiscal 2003 in connection with Mr. Howard's transition agreement. The final payment of this agreement was made in January 2003.

        On April 1, 2003, the Company extended an offer to its employees, including executive officers except for its chief executive officer, to tender all options to purchase shares of the Company's common stock, par value $.02 per share, outstanding under its 2001 stock option plan, for the following consideration: (a) for those holders of options who had received awards of more than 2,000 restricted shares of common stock under the Company's stock incentive plan, the acceleration of vesting of all

F-40

such restricted shares plus a cash payment of $2.50 per share underlying the option for options that had an exercise price below $20.00 per share, and (b) with respect to those holders of options who had not received awards of more than 2,000 restricted shares, (i) for those options that had an exercise price of at least $20.00 per share, a cash payment of $2.00 per share underlying the option, and (ii) for those options that had an exercise price below $20.00 per share, a cash payment of $2.50 per share subject to the option. The offer expired on May 12, 2003. The Company accepted for exchange and cancellation options to purchase 1,724,000 shares of its common stock, which represented all of the eligible outstanding options properly tendered for exchange by eligible option holders. All eligible options held by the Company's employees were tendered in the offer, with the exception of options to purchase 35,000 shares. As a result of this offer and exchange, the Company expensed $7.2 million in fiscal 2003, of which $1.4 million was disbursed in cash, with the remainder distributed in common stock.

Strategic Consulting Costs

        During fiscal year 2003 and 2002, the Company incurred strategic consulting costs of $12.9 million and $4.7 million, respectively, in connection with several of its new strategic objectives. Initially, these strategic consulting firms were engaged to assist the Company's board of directors and management in the evaluation of its existing business model and the development of its strategic alternatives. Additional services were procured to assist in the evaluation of the Company's pharmacy sales and marketing function, the bid selection process in connection with the potential sale or spin-off of the eldercare business and, more recently, the legal, accounting and other professional fees directly attributed to the spin-off transaction. Strategic consulting costs in fiscal 2003 also include executive compensation of $2.2 million which relates to certain incentive compensation to recruit John J. Arlotta as the Company's new chief executive officer and incentive compensation paid to Robert H. Fish for services rendered during his term as the interim chief executive officer. During Mr. Fish's term as interim chief executive officer, his primary objectives were focused on the Company's pharmacy transformation initiatives.

        We recognize the cost of such consulting fees as the services are performed.

ElderTrust Transactions

        On August 13, 2003, GHC acquired the remaining ownership interest in an unconsolidated joint-venture partnership that operates four skilled nursing facilities with 600 skilled nursing and 125 assisted living beds. Each of the four eldercare centers had been leased to the partnership from ElderTrust, a real estate investment trust from which GHC leased or subleased 18 of its eldercare facilities and eight managed and jointly-owned facilities. GHC purchased its joint venture partner's interest in the unconsolidated partnership for $3.1 million and subsequently purchased one of the four eldercare properties from ElderTrust for $2.6 million. Additionally, GHC paid ElderTrust $2.5 million to reduce the annual cash basis and accrual basis lease expense of one of the three remaining leased facilities by $0.4 million and $0.2 million, respectively. The lease terms of the three facilities that will continue to be leased from ElderTrust were extended from 2010 to 2015.

F-41

        On September 11, 2003, GHC entered into additional agreements with ElderTrust, the principal terms of which are as follows:

•

GHC agreed to purchase two skilled nursing facilities having 210 skilled nursing beds and 67 assisted living beds, and three assisted living facilities having 257 beds, for $24.8 million. GHC previously leased these properties from ElderTrust at an annual cash basis and accrual basis lease cost of $2.4 million and $1.5 million, respectively. By January 2004, GHC purchased all of the aforementioned eldercare facilities;



•

GHC agreed to pay ElderTrust $32.3 million to reduce annual cash basis and accrual basis lease cost associated with nine properties by $6.9 million and $1.2 million, respectively, and acquire options to purchase seven properties previously subleased to GHC by ElderTrust. On October 29, 2003, GHC paid ElderTrust $2.3 million to reduce the rents of two of the nine eldercare facilities, and on November 7, 2003, GHC paid ElderTrust the remaining $30.0 million to reduce the rents of the other seven aforementioned eldercare facilities; and



•

ElderTrust was paid $4.4 million upon consummation of the spin-off in exchange for ElderTrust's consent to the assignment of all remaining leases and guarantees from NeighborCare to GHC, which was accounted for by NeighborCare as a spin-off related expense in its first fiscal quarter of 2004.

NCS Transaction Termination Fee

        On July 28, 2002, the Company and its wholly-owned subsidiary, Geneva Sub, Inc., entered into an agreement and plan of merger (the "Merger Agreement") with NCS HealthCare, Inc. ("NCS"), pursuant to which NCS was to become a wholly-owned subsidiary of the Company (the "NCS Transaction").

        On December 11, 2002, the Court of Chancery of the State of Delaware, pursuant to an order of the Delaware Supreme Court dated December 10, 2002 which reversed prior determinations of the Court of Chancery, entered an order preliminary enjoining the consummation of the NCS transaction pending further proceedings.

        On December 15, 2002, the Company entered into a termination and settlement agreement with Omnicare whereby it agreed to terminate the Merger Agreement and Omnicare agreed to pay to the Company $22 million. In addition, the Company and Omnicare each agreed to release the other from any claims arising from the Merger Agreement and not commence any action against one another in connection with the Merger Agreement. On December 16, 2002 the Company provided notice to NCS terminating the Merger Agreement. In fiscal 2003, the Company recognized a $10.2 million gain resulting from the $22 million break-up fee, net of $11.8 million of costs associated with the proposed NCS transaction.

Arbitration Award

        On February 14, 2002, an arbitrator ruled in favor of NeighborCare on all claims and counterclaims in the lawsuit involving HCR Manor Care, Inc. and certain of its affiliates The arbitrator found that HCR Manor Care did not lawfully terminate the Master Service Agreements with NeighborCare, so that those contracts remain in full force and effect until the end of September 2004.

F-42

The arbitrator awarded NeighborCare $21.9 million in damages for respondents' failure to allow NeighborCare to exercise its right under the Master Service Agreements to service facilities owned and operated by a subsidiary of respondent HCR Manor Care. The Company recognized the $21.9 million award as a gain which is included under the caption net gain from break-up fee and other settlements in the consolidated statements of operations. In addition, the arbitrator terminated his prior ruling that allowed respondents to withhold 10% of their payments to NeighborCare, and respondents paid NeighborCare $9.1 million in funds representing the amounts withheld during the course of the Arbitration pursuant to the arbitrator's prior ruling.

Amended Pharmacy Service Agreements

        On August 15, 2002, the Company announced that it and HCR Manor Care, Inc. agreed to withdraw all outstanding legal actions against each other stemming from the acquisition by the Company of HCR Manor Care's pharmacy subsidiary, Vitalink. The Company and HCR Manor Care also agreed to withdraw the prior pharmacy service agreement that was set to expire in 2004 and entered into a new pharmacy service agreement. The new pharmacy service agreement runs through January 2006 and covers approximately 200 of HCR Manor Care's facilities. The pricing in the new pharmacy service agreement was reduced by approximately $12.8 million annually based upon then current sales volumes.

        In September 2002, the Company was awarded a contract to serve 6,892 beds owned by the State of New Jersey under a three year agreement with the option for two one-year extensions. NeighborCare was the predecessor pharmacy serving these beds under a 1996 agreement of an initial term of three years which was extended through September 30, 2002. The new contract was awarded through New Jersey's competitive bidding process, and was bid by the Company at reimbursement rates lower than the prior agreement. The revenue reduction associated with the new pharmacy agreement was approximately $7.2 million annually based upon then current sales volumes.

(6)    Restricted Investments in Marketable Securities

        Marketable securities (classified as available for sale) are held by the Company's wholly-owned subsidiary, Liberty Health Corporation, LTD ("LHC"), incorporated under the laws of Bermuda. LHC provides various insurance coverages to the Company and to unrelated entities, most of which are managed by the Company.

        The current portion of restricted investments in marketable securities represents an estimate of the level of outstanding losses the Company expects to pay in the succeeding year.

F-43

        Marketable securities at September 30, 2003 of the Company consist of the following (in thousands):

		Amortized cost		Unrealized gains		Unrealized losses		Fair value
Fixed interest securities:
	U.S. mortgage backed securities	$	5,475	$	677	$	—	$	6,152
	Corporate bonds		9,771		658		—		10,429
	Government bonds		1,368		21		42		1,347
	Term deposits		1,028		—		—		1,028
	Equity securities		1,102		380		—		1,482
	Money market funds		70,153		—		—		70,153
		$	88,897	$	1,736	$	42	$	90,591
Less: Current portion of restricted investments									(29,320	)
Long-term restricted investments								$	61,271

        Marketable securities at September 30, 2002 of the Company consisted of the following (in thousands):

		Amortized cost		Unrealized gains		Unrealized losses			Fair value
Fixed interest securities:
	U.S. mortgage backed securities	$	5,464	$	774	$	—		$	6,238
	Corporate bonds		12,209		633		(42	)		12,800
	Government bonds		1,413		22		(95	)		1,340
	Term deposits		2,495		—		—			2,495
	Equity securities		1,103		—		—			1,103
	Money market funds		62,171		—		—			62,171
		$	84,855	$	1,429	$	(137	)	$	86,147
Less: Current portion of restricted investments										(20,542	)
Long-term restricted investments									$	65,605

        Fixed interest securities held at September 30, 2003 mature as follows (in thousands):

	2003
	Amortized cost		Fair value
Due in one year or less	$	3,060	$	3,088
Due after 1 year through 5 years		10,988		11,983
Due after 5 years through 10 years		2,010		2,229
Over 10 years		556		628
	$	16,614	$	17,928

F-44

        Actual maturities may differ from stated maturities because borrowers have the right to call or prepay certain obligations with or without prepayment penalties.

        In the normal course of business, LHC's bankers have issued letters of credit totaling $87.9 million in 2003 and $74.9 million in 2002 in favor of insurers. Cash and equivalents in the sum of $4.1 million, and investments with an amortized cost of $87.7 million and a market value of $89.4 million are pledged as security for these letters of credit as of September 30, 2003.

(7)    Property, Plant and Equipment

        Property, plant and equipment at September 30, 2003 and 2002 consist of the following (in thousands):

	2003			2002
Land	$	72,515		$	79,321
Buildings and improvements		584,263			594,446
Equipment, furniture and fixtures		203,619			169,383
Construction in progress		6,372			16,152
		866,769			859,302
Less accumulated depreciation		(114,773	)		(63,374	)
Property, plant and equipment, net	$	751,996		$	795,928

(8)    Notes Receivable and Other Investments

        Notes receivable and other investments at September 30, 2003 and 2002 consist of the following (in thousands):

	2003		2002
Mortgage notes and other notes receivable	$	19,252	$	15,664
Investments in revenue bonds		—		1,370
Notes receivable and other investments	$	19,252	$	17,034

        Mortgage notes and other notes receivable at September 30, 2003 and 2002 bear interest at rates ranging from 7.25% to 10.00% and mature at various times ranging from 2004 to 2029. The majority of the mortgage notes and other notes are secured by first or second mortgage liens on underlying facilities and personal property, accounts receivable, inventory and / or gross facility receipts, as defined.

        The Company has agreed to provide third parties, including facilities under management contract, with $7.4 million of working capital lines of credit. The unused portion of working capital lines of credit was $4.6 million at September 30, 2003.

        Investments in revenue bonds at September 30, 2002 bore interest at rates ranging from 10.00% to 10.45% and mature at various times between 2011 and 2021. The revenue bonds held were issued by a skilled nursing facility owned by an independent third party.

F-45

(9)    Other Long-Term Assets

        Other long-term assets at September 30, 2003 and 2002 consist of the following (in thousands):

	2003		2002
Deferred financing fees, net	$	7,575	$	10,131
Cost report receivables, net		2,123		4,379
Property deposits and funds held in escrow		22,783		14,035
Employee deferred compensation		7,501		1,950
Other, net		13,248		3,513
Other long-term assets	$	53,230	$	34,008

(10)    Goodwill and Identifiable Intangible Assets

        The change in the carrying amount of goodwill for the years ended September 30, 2003 and 2002 is as follows (in thousands):

	2003			2002
Balance at beginning of period	$	336,701		$	325,593
Goodwill acquired during the year		3,040			4,833
Impairment losses		—			(2,818	)
Utilization of net operating losses		(2,046	)		(3,149	)
Fresh-start valuation adjustments		—			12,242
Balance at end of period	$	337,695		$	336,701

        In fiscal 2002, the Company recorded $12.2 million of fresh-start valuation adjustments representing miscellaneous changes to its initial application of fresh-start reporting. Also in fiscal 2003 and 2002, in accordance with SOP 90-7, the Company utilized $5.0 million and $8.0 million of net operating loss carry forwards which resulted in a $2.0 million and $3.1 million reduction in goodwill, respectively.

        The consolidated statement of operation for the year ended September 30, 2001 includes $18.1 million of goodwill amortization. Following the adoption of SFAS No. 142, no goodwill amortization expense was recognized for the years ended September 30, 2003 and 2002. The following table adjusts the reported income from continuing operations and the corresponding income per share amounts for the year ended September 30, 2001 for the predecessor company on a pro forma basis assuming the provisions of SFAS No. 142 were adopted effective October 1, 2000 (in thousands, except per share amounts):

	2001
Income from continuing operations—as reported	$	920,964
Income from continuing operations—as adjusted		939,019
Income per share from continuing operations—basic and diluted—as reported	$	18.00
Income per share from continuing operations—basic and diluted—as adjusted		19.31

F-46

        In adopting the requirements of fresh-start reporting, the Company recognized certain identifiable intangible assets which were established at September 30, 2001 at their estimated fair value and, in accordance with SFAS 142, are being amortized on a straight-line basis over their estimated useful lives. Identifiable intangible assets at September 30, 2003 and 2002 consist of the following (in thousands, except years):

Classification	2003			2002			Estimated Life (Years)
Customer Contracts	$	28,164		$	26,391		2-6
Trademarks and trade names		5,000			5,000		5
Non-competition agreements		4,081			2,200		1-4
Identifiable intangible assets		37,245			33,591
Accumulated amortization		(16,379	)		(7,796	)
Identifiable intangible assets, net	$	20,866		$	25,795

        Aggregate amortization expense for amortizing identifiable intangible assets for the years ended September 30, 2003 and 2002 was $8.6 million and $7.8 million, respectively. Following the spin-off, estimated amortization expense for the next four fiscal years is $3.6 million in fiscal 2004, $3.0 million in fiscal 2005, $2.8 million in fiscal 2006 and $2.8 million in fiscal 2007. The identifiable intangible assets attributed to NeighborCare will be fully amortized by the end of fiscal 2007.

(11)    Long-Term Debt

        Long-term debt at September 30, 2003 and 2002 consists of the following (in thousands):

		2003			2002
Secured debt
Senior Credit Facility
	Term Loan	$	246,875		$	281,575
	Delayed Draw Term Loan		68,162			79,239
Total Senior Credit Facility			315,037			360,814
	Senior Secured Notes		240,176			242,602
	Mortgages and other secured debt		56,406			86,267
Total debt			611,619			689,683
Less:
Current portion of long-term debt			(20,135	)		(40,744	)
Long-term debt		$	591,484		$	648,939

        There was no capitalization of interest in 2003 or 2002. However, $2.5 million in interest was capitalized in 2001, relating to facility construction, systems development and renovations.

        The Senior Credit Facility and the Senior Secured Notes that are described below were repaid subsequent to September 30, 2003 in connection with the spin-off of GHC and the recapitalization of both organizations. See "New Financing Arrangements" below.

F-47

Senior Credit Facility

        On October 2, 2001, and in connection with the consummation of the Plan, the Company entered into a Senior Credit Facility consisting of the following: (1) a $150 million revolving line of credit (the "Revolving Credit Facility"); (2) a $285 million term loan (the "Term Loan") and (3) an $80 million delayed draw term loan (the "Delayed Draw Term Loan") (collectively the "Senior Credit Facility"). The outstanding amounts under the Term Loan and the Delayed Draw Term Loan bore interest at the London Inter-bank Offered Rate ("LIBOR") plus 3.50%, or 4.66%, at September 30, 2003. The Revolving Credit Facility bore interest based upon a performance related grid, or 4.16%, at September 30, 2003. The Revolving Credit Facility was not drawn upon during fiscal 2003 or 2002.

        Pursuant to the Senior Credit Facility, the Company and each of its subsidiaries named as guarantors granted the lenders first priority liens and security interests in all unencumbered property, including but not limited to: fee owned property, bank accounts, investment property, accounts receivable, inventory, equipment and general intangible assets.

        The Senior Credit Facility contained an annual excess cash flow payment requirement. At the end of each fiscal year, the Company was required to prepare an excess cash flow calculation as defined in the senior credit agreement. Of the amount, determined as excess cash flow, 75% was to be paid to the Company's senior lenders in the form of a mandatory payment by December 31 of each year. The Company paid $24.8 million on or near December 31, 2002 pursuant to the excess cash flow recapture provision, and as a result, this estimated level of payment is classified in the Company's consolidated balance sheet under the current installments of long-term debt at September 30, 2002. Because the Company refinanced the Senior Credit Facility in connection with the spin-off, there will not be an annual excess cash flow payment requirement on December 31, 2003.

        The Revolving Credit Facility was available for general working capital requirements. The Revolving Credit Facility was to mature on October 2, 2006. Usage under the Revolving Credit Facility was subject to a Borrowing Base (as defined) calculation based upon real property collateral value and a percentage of eligible accounts receivable (as defined). Excluding a $0.9 million posted letter of credit, no borrowings were made under the Revolving Credit Facility at September 30, 2003.

        In the year ended September 30, 2002, the Company borrowed $42 million from the Delayed Draw Term Loan to finance the repayment of all trade balances due to NeighborCare's primary supplier of pharmacy products. In addition, the Company utilized $10 million from the Delayed Draw Term Loan to fund the exercise of the purchase option on three eldercare centers, previously described, and the Company utilized $28 million from the Delayed Draw Term Loan to satisfy certain mortgages as previously described. The Delayed Draw Term Loan was fully drawn at September 30, 2003 and is being repaid with no additional borrowings available under the Delayed Draw Term Loan.

Senior Secured Notes

        On October 2, 2001, and in connection with the consummation of the Plan, the Company entered an indenture agreement in the principal amount of $242.6 million (the "Senior Secured Notes"). The Senior Secured Notes bore interest at LIBOR plus 5.0% (6.16% at September 30, 2003), and amortize one percent each year and were scheduled to mature on April 2, 2007. The Senior Secured Notes were secured by a junior lien on real property and related fixtures of substantially all of the Company's subsidiaries, subject to liens granted to the lenders' interests subject to the Senior Credit Facility.

F-48

Other Secured Indebtedness

        At September 30, 2003, the Company had $56.4 million of other secured debt consisting principally of revenue bonds, capital lease obligations and secured bank loans, including loans insured by the Department of Housing and Urban Development. These loans are secured by the underlying real and personal property of individual eldercare centers. All of the other secured loans have fixed rates of interest ranging from 3% to 11%, with a weighted average rate of 8.88% at September 30, 2003.

        Sinking fund requirements, installments of long-term debt and capital leases are as follows (in thousands):

	Principal Amount
Years Ending September 30,	Loans		Capital Leases
2004	$	15,872	$	4,263
2005		8,161		2,939
2006		8,237		1,641
2007		531,616		907
2008		2,023		115
Thereafter		35,837		8

New Financing Arrangements

        In connection with the spin-off of GHC, the Company restructured and refinanced nearly all of its indebtedness. Prior to the spin-off both NeighborCare and GHC entered into new financing arrangements in an effort to extinguish all senior secured joint and several debt and to provide adequate capital to both separate organizations. As such, NeighborCare and GHC entered into the following new financing arrangements:

NeighborCare:

•

$250.0 million, 6.875% senior subordinated notes due 2013; and



•

$100.0 million, undrawn revolving credit facility due 2008. Interest at LIBOR plus 2.00% on borrowings



•

and a commitment fee of 0.50% on any unused commitment.

GHC:

•

$225.0 million, 8% senior subordinated notes due 2013;



•

$185.0 million, fully drawn term loan due 2010. Interest at LIBOR plus 2.75%; and



•

$75 million, undrawn revolving credit facility due 2008. Interest at LIBOR plus 3.00% on borrowings and a commitment fee of 0.50% on any unused borrowings.

        The $660.0 million of proceeds from the new financing arrangements were used to repay the Company's previously held senior credit facility of $315.1 million ($246.9 million term loan and $68.2 million delayed drawn term loan) and the Company's previously held $240.2 million senior secured notes.

F-49

        The remaining proceeds of approximately $104.8 million were used to pay for approximately $21.0 million of financing fees related to the new financing arrangements, with the remaining $83.8 million used to provide additional liquidity to both organizations to fund both working capital and other requirements.

        The agreements and instruments governing our new financing arrangements contain various restrictive covenants that, among other things, require the Company to comply with or maintain certain financial tests and ratios and restrict our ability to:

•

incur more debt;



•

pay dividends, redeem stock or make other distributions;



•

make certain investments;



•

create liens;



•

enter into transactions with affiliates;



•

make acquisitions;



•

merge or consolidate; and



•

transfer or sell assets.

        The new financing arrangements require us to maintain compliance with certain financial and non-financial covenants, including minimum EBITDA (earnings before interest, taxes, depreciation and amortization); limitations on capital expenditures, maximum leverage ratios, minimum fixed charge coverage ratios and minimum net worth.

        Under the terms of NeighborCare's and GHC's senior subordinated notes, the notes are not redeemable until on or after November 15, 2008 and October 28, 2008, respectively. NeighborCare and GHC may, however, use the net proceeds from one or more equity offerings to redeem up to 35% of the aggregate principal amount of the notes issued on or before November 15, 2006 and October 15, 2006, respectively at 106.875% and 108.000%, respectively, of the principal amount thereof, plus accrued and unpaid interest to the redemption date, subject to the terms of the notes.

(12)    Guarantor Subsidiaries and Condensed Consolidated Financial Statements

        The Company's $250 million, 6.875% senior subordinated notes due 2013 as discussed in note 11 are fully and unconditionally guaranteed on a joint and several basis by certain 100% owned subsidiaries of the Company (Guarantors). Those subsidiaries that do not guarantee the notes consist of the joint ventures in which NeighborCare has a greater than 50% share in the equity and earnings thereof and GHC (Non-Guarantors). Separate financial statements of the guarantor subsidiaries have not been prepared because management believes it would not be material to investors. The following tables present the condensed consolidating financial statements of NeighborCare, Inc. (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries:

F-50

Consolidating Balance Sheets
September 30, 2003
(in thousands)

	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
Assets
Accounts receivable, net	$	777,592	$	155,782	$	213,111	$	(779,599	)	$	366,886
Other current assets		186,884		61,069		70,758		—			318,711
Property, plant and equipment, net		14,687		51,682		685,627		—			751,996
Investment in subsidiaries		25,435		1,088		10,058		(27,759	)		8,822
Goodwill		330,975		1,509		5,211		—			337,695
Other long-term assets		64,300		3,604		86,715		—			154,619
	$	1,399,873	$	274,734	$	1,071,480	$	(807,358	)	$	1,938,729
Liabilities and shareholders' equity
Accounts payable and accrued expenses	$	29,786	$	117,386	$	851,232	$	(779,599	)	$	218,805
Current portion of long-term debt		18,069		—		2,066		—			20,135
Long-term debt less current portion		545,224		340		45,920		—			591,484
Other non-current liabilities		152,918		9,856		29,368		—			192,142
Shareholders' equity		653,876		147,152		142,894		(27,759	)		916,163
	$	1,399,873	$	274,734	$	1,071,480	$	(807,358	)	$	1,938,729

Consolidating Balance Sheets
September 30, 2002
(in thousands)

	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
Assets
Accounts receivable, net	$	817,952	$	144,678	$	219,331	$	(811,992	)	$	369,969
Other current assets		221,197		60,621		69,476		—			351,294
Property, plant and equipment, net		39,307		45,716		710,905		—			795,928
Investment in subsidiaries		23,635		—		14,015		(23,507	)		14,143
Goodwill		332,934		1,509		2,258		—			336,701
Other long-term assets		47,775		3,240		91,427		—			142,442
	$	1,482,800	$	255,764	$	1,107,412	$	(835,499	)	$	2,010,477
Liabilities and shareholders' equity
Accounts payable and accrued expenses	$	15,217	$	139,198	$	889,090	$	(811,992	)	$	231,513
Current portion of long-term debt		38,137		447		2,160		—			40,744
Long-term debt less current portion		628,750		1,873		18,316		—			648,939
Other non-current liabilities		124,963		9,852		40,343		—			175,158
Shareholders' equity		675,733		104,394		157,503		(23,507	)		914,123
	$	1,482,800	$	255,764	$	1,107,412	$	(835,499	)	$	2,010,477

F-51

Consolidating Statements of Operations
Year ended
September 30, 2003
(in thousands)

		Parent			Guarantors			Non- Guarantors		Consolidated
Net revenues		$	1,598		$	1,105,767		$	136,492	$	1,243,857
Cost of revenues			—			865,105			96,873		961,978
	Gross profit		1,598			240,662			39,619		281,879
Operating Expenses			20,070			219,898			21,356		261,324
Interest expense, net			14,230			(111	)		239		14,358
Other expense (income)			4,867			(578	)		—		4,289
Income before income taxes			(37,569	)		21,453			18,024		1,908
Income tax provision (benefit)			(3,960	)		1,912			—		(2,048	)
Income (loss) from discontinued operations			28,732			—			—		28,732
Net income (loss)		$	(4,874	)	$	19,541		$	18,024	$	32,688

Consolidating Statements of Operations
Year ended
September 30, 2002
(in thousands)

		Parent			Guarantors		Non- Guarantors		Consolidated
Net revenues		$	2,126		$	1,029,272	$	105,339	$	1,136,737
Cost of revenues			—			805,233		76,350		881,583
	Gross profit		2,126			224,039		28,989		255,154
Operating Expenses			1,727			220,059		19,561		241,347
Interest expense, net			16,427			506		253		17,186
Other expense (income)			3,061			—		—		3,061
Income before income taxes			(19,089	)		3,474		9,175		(6,440	)
Income tax provision (benefit)			(13,468	)		769		—		(12,699	)
Income from discontinued operations			66,507			—		—		66,507
Net income (loss)		$	60,886		$	2,705	$	9,175	$	(72,766	)

F-52

Consolidating Statements of Operations
Year ended
September 30, 2001
(in thousands)

		Parent			Guarantors			Non- Guarantors		Consolidated
Net revenues		$	1,419		$	1,007,511		$	38,953	$	1,047,883
Cost of revenues			—			793,362			24,519		817,881
	Gross profit		1,419			214,149			14,434		230,002
Operating Expenses			(1,139,425	)		388,388			13,085		(737,952	)
Interest expense, net			23,444			21,430			314		45,188
Other expense (income)			1,504			(18	)		316		1,802
Income before income taxes			1,115,896			(195,651	)		719		920,964
Income tax provision (benefit)			(137	)		137			—		—
Loss from discontinued operations			628,867			—			—		628,867
Net income (loss)		$	(487,166	)	$	(195,788	)	$	719	$	292,097

Consolidating Statements of Cash Flows
Year ended
September 30, 2003
(in thousands)

	Parent			Guarantors			Non- Guarantors			Consolidated
Cash flow from operating activities	$	59,402		$	21,124		$	30,035		$	110,561
Cash flow from investing activities		(18,823	)		(9,126	)		15,661			(12,288	)
Cash flow from financing activities		(81,736	)		(1,980	)		(29,861	)		(113,577	)

Consolidating Statements of Cash Flows
Year ended
September 30, 2002
(in thousands)

	Parent			Guarantors			Non- Guarantors			Consolidated
Cash flow from operating activities	$	(62,314	)	$	105,479		$	136,020		$	179,185
Cash flow from investing activities		(8,648	)		(11,717	)		(74,474	)		(94,839	)
Cash flow from financing activities		54,359			(490	)		(22,324	)		31,545

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Consolidating Statements of Cash Flows
Year ended
September 30, 2001
(in thousands)

	Parent			Guarantors			Non- Guarantors			Consolidated
Cash flow from operating activities	$	142,601		$	(41,632	)	$	(93,632	)	$	7,337
Cash flow from investing activities		(3,792	)		(5,442	)		(49,515	)		(58,749	)
Cash flow from financing activities		88,378			2,251			(30,026	)		60,603

(13)    Leases and Lease Commitments

        The Company leases certain facilities under operating leases. Future minimum payments for the next five years under non-cancelable operating leases at September 30, 2003 are as follows (in thousands):

Year ending September 30,	Minimum Payment
2004	$	29,109
2005		27,149
2006		23,764
2007		21,188
2008		19,315
Thereafter		17,326

        For the year ended September 30, 2003, the Company's continuing and discontinued operations incurred $40.3 million of lease obligation costs. The Company classifies operating lease costs associated with its eldercare centers and corporate office sites as lease expense in the consolidated statements of operations, while the operating lease costs of pharmacy and other health service sites are included within other operating expenses.

        In connection with the adoption of fresh-start reporting, the Company recorded an unfavorable lease credit associated with 40 leased properties which is amortized using the straight-line method over the remaining lives of the leases. The unfavorable component of these lease contracts was estimated using market comparable lease coverage ratios for similar assets. The unfavorable lease liability at September 30, 2003 of $11.3 million, included in other long-term liabilities in the consolidated balance sheet, will be amortized as reduction to lease expense over the remaining lease terms, which have a weighted average term of 3.4 years.

(14)    Income Taxes

        Income tax expense (benefit) for the years ended September 30, 2003, 2002 and 2001 was as follows (in thousands):

		Successor Company
									Predecessor Company 2001
		2003			2002
Income from continuing operations		$	(2,048	)	$	(12,699	)	¦	$	—
Income (loss) from discontinued operations		$	16,900		$	42,843		¦		—
	Total	$	14,852		$	30,144		¦		—

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        The components of the provision (benefit) for income taxes on income from continuing operations for the years ended September 30, 2003, 2002 and 2001 was as follows (in thousands):

		Successor Company
									Predecessor Company 2001
		2003			2002
Current:
	Federal	$	(7,850	)	$	(10,285	)	¦	$	—
	State		3,859			2,736		¦		—
			(3,991	)		(7,549	)	¦		—
Deferred:
	Federal		5,318			(1,926	)	¦		—
	State		(3,375	)		(3,224	)	¦		—
			1,943			(5,150	)	¦		—
Total		$	(2,048	)	$	(12,699	)	¦	$	—

        Total income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to income from continuing operations before income taxes, equity in net income (loss) of unconsolidated affiliates and minority interests (in thousands):

	Successor Company
								Predecessor Company 2001
	2003			2002
Computed "expected" tax	$	668		$	(2,254	)	¦	$	322,337
Increase (reduction) in income taxes resulting from:
State and local income taxes, net of federal tax benefits		314			(318	)	¦		—
Amortization of goodwill		—			—		¦		4,495
Carryback of losses allowed under Job Creation and Worker Assistance Act of 2002		(4,443	)		(10,285	)	¦		—
Write-off of non-deductible goodwill		1,413			—		¦		116,900
Cancellation of debt income		—			—		¦		(505,750	)
Adequate protection payments		—			—		¦		40,250
Change in valuation allowance		—			—		¦		21,733
Other, net		—			158		¦		35
Total income tax expense	$	(2,048	)	$	(12,699	)	¦	$	—

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        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at September 30, 2003 and 2002 are presented below (in thousands):

		2003			2002
Deferred Tax Assets:
	Accrued liabilities and reserves	$	66,056		$	63,296
	Net operating loss carry-forwards (Predecessor)		98,835			100,881
	Net operating loss carry-forwards (Successor)		12,289			—
	Derivatives financial instruments		2,389			—
	Net unfavorable leases		7,345			8,800
	Other		11,900			12,449
Deferred tax assets			198,814			185,426
Valuation allowance			(98,835	)		(100,881	)
Net deferred tax assets			99,979			84,545
Deferred Tax Liabilities:
	Accounts receivable		(22,622	)		(20,243	)
	Goodwill and other intangibles		(65,150	)		(58,721	)
	Depreciation		(50,434	)		(33,000	)
	Deferred gain		(4,047	)		(5,800	)
	Other		(7,748	)		(3,972	)
Total deferred tax liability			(150,001	)		(121,736	)
Net deferred tax liability		$	(50,022	)	$	(37,191	)

        Pursuant to the Job Creation and Worker Assistance Act of 2002, which extended the net operating loss carryback period to five years, the Company was able to carryback certain net operating loss (NOL) carry-forwards originating in the year ended September 30, 2001. This enabled the Company to record $4.4 million and $10.3 million in federal tax refunds during the years ended September 30, 2003 and 2002, respectively.

        Following consummation of the Plan, and after reduction for (1) the aforementioned NOL carrybacks and (2) cancellation of prepetition indebtedness as provided under Section 108 of the Internal Revenue Code, the Company had Predecessor Company NOL carry-forwards of $278.0 million, which expire between September 30, 2020 and September 30, 2021. Under applicable limitations imposed by Section 382 of the Internal Revenue Code, the Company's ability to utilize these loss carry-forwards became subject to an annual limitation of $43.3 million, inclusive of a separate limitation for Multicare. During the years ended September 30, 2003 and 2002, the Company utilized $5.0 million and $8.0 million, respectively, of Predecessor loss carry-forwards. Pursuant to SOP 90-7, the income tax benefit of any Predecessor NOL utilization ultimately serves to reduce goodwill and, thereafter, to increase paid-in-capital. The Company has Predecessor NOL carry-forwards of $265.0 million remaining at September 30, 2003. There can be no assurances that the Company will be able to utilize these NOL's and, consequently, a 100% valuation allowance against these NOL's has been provided. During the year ended September 30, 2003, the Successor Company generated an additional NOL of $27.2 million not subject to annual limitation which is available for carry-forward through the year ended September 30, 2023. Other deferred tax assets include $3.3 million for built-in losses recognized by Multicare during the fiscal year ended September 30, 2002 in excess of its separate limitation under Section 382.

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(15)    Redeemable Preferred Stock

        In connection with the consummation of the Plan, the Company issued 425,946 shares of Series A Convertible Preferred Stock (the "Series A Preferred"). The Series A Preferred has a liquidation preference of $46.8 million and accrue dividends at the annual rate of 6% payable in additional shares of Series A Preferred. The Series A Preferred is convertible at any time, at the option of the holders. Following the spin-off, each share of Series A Preferred is convertible into the number of shares of the Company's common stock which results from dividing (x) the liquidation preference of $100 per each such share plus all accrued and unpaid dividends by (y) the conversion price per share of $12.60. In fiscal 2002, 4,338 shares of Series A Preferred were converted to 21,336 shares of common stock. In fiscal 2003, 6,351 shares of Series A Preferred were converted into 31,231 shares of common stock.

        The Company has the right to convert all of the shares of Series A Preferred to shares of common stock at any time after the first anniversary date of the effective date, or October 2, 2002, when the average trading price of the Company's common stock over the immediately preceding 30 days is $18.60 (following the spin-off) or more per share. The Company has the right to redeem the Series A Preferred at any time by giving 30 days notice to the holders (subject to certain restrictions imposed by the Company's Senior Credit Facility). The Series A Preferred are subject to mandatory redemption on October 2, 2010. The conversion rate is $12.60 of liquidation preference for each share common stock.

        Effective December 16, 2003, the Company's board of directors exercised its option to require the mandatory conversion of the Series A Preferred, at a per share conversion price of $12.60 (as adjusted from $20.33 in connection with the spin-off), into 3,464,255 shares of NeighborCare common stock pursuant to the terms of the Company's amended and restated articles of incorporation, as amended.

        The Series A Preferred is reflected in the consolidated balance sheet under redeemable preferred stock.

(16)    Shareholders' Equity

Common Stock

        The authorized common stock consists of 200,000,000 shares, $0.02 par value, of which 41,813,603 shares were issued and 39,514,351 were outstanding at September 30, 2003. The provisions of the Plan call for the issuance of 41,000,000 shares, of which 260,493 are to be issued when all outstanding claim objections and other disputed claim matters of the bankruptcy proceedings are resolved.

Treasury stock

        In fiscal 2003, the Company's board of directors authorized the repurchase of up to $50.0 million of NeighborCare common stock through privately negotiated third party transactions or in the open market. As of September 30, 2003, the Company had repurchased 2,299,252 common shares at a cost of $36.2 million, representing 5.8% of the common stock outstanding.

Restricted Stock Grants

        On October 2, 2001, the Board of Directors authorized the Company to issue 750,000 restricted shares of common stock to certain of its senior officers. These shares were scheduled to vest quarterly over a five year period ending on October 1, 2006.

        The Company recorded compensation expense ratably over each vesting period at $20.33 per vesting share. In fiscal 2002, the Company recognized $2.5 million of compensation cost for the

F-57

scheduled vesting of restricted stock grants, which is included in salaries, wages and benefit costs in the consolidated statements of operations. Also in fiscal 2002, the Company recognized $4.7 million of compensation cost for the accelerated vesting of restricted stock grants held by certain key executives whose employment was terminated during the fiscal year. See note 5—"Significant Transactions and Events—Strategic Planning, Severance and Other Related Costs." The compensation cost for the accelerated vesting of these restricted stock grants is included in strategic planning, severance and other related costs in the consolidated statements of operations.

        On April 1, 2003, the Company extended an offer to its employees, including executive officers except for its chief executive officer, to tender all options to purchase shares of its common stock, par value $.02 per share, outstanding under its 2001 stock option plan, for the following consideration: (a) for those holders of options who had received awards of more than 2,000 restricted shares of common stock under the stock incentive plan, the acceleration of vesting of all such restricted shares plus a cash payment of $2.50 per share underlying the option for options that had an exercise price below $20.00 per share, and (b) with respect to those holders of options who had not received awards of more than 2,000 restricted shares, (i) for those options that had an exercise price of at least $20.00 per share, a cash payment of $2.00 per share underlying the option, and (ii) for those options that had an exercise price below $20.00 per share, a cash payment of $2.50 per share subject to the option. The offer expired on May 12, 2003. The Company accepted for exchange and cancellation options to purchase 1,724,000 shares of its common stock, which represented all of the eligible outstanding options properly tendered for exchange by eligible option holders. All eligible options held by the Company's employees were tendered in the offer, with the exception of options to purchase 35,000 shares. As a result of this offer and exchange, the Company expensed $7.2 million in fiscal 2003, of which $1.4 million was disbursed in cash, with the remainder distributed in common stock. This expense is classified as a component of strategic planning, severance and other related costs in the Company's consolidated statements of operations.

(17)    Stock Option Plans

        In fiscal 2002, the Company adopted the 2001 Stock Option Plan (the "2001 Plan"). The aggregate number of shares of common stock that may be issued under the 2001 Plan is 3,480,000, of which 3,305,000 may be issued to non-directors and 175,000 may be issued solely to directors.

		Option Price Per Share		Outstanding			Exercisable			Available for Grant
Balance at September 30, 2001			—		—			—			—
	Authorized	$	—	$	—		$	—		$	3,480,000
	Granted		$18.75–$20.33		2,751,000			—			(2,751,000	)
	Exercisable		—		—			619,779			—
Canceled/Forfeited					(392,000	)		—			392,000
Balance at September 30, 2002			$18.75–$20.33		2,359,000			619,779			1,121,000
	Granted		$15.06–$20.33		652,500			—			(652,500	)
	Exercisable		—		—			(299,459	)		—
	Canceled/Forfeited		—		(2,271,500	)		—			2,271,500
Balance at September 30, 2003			$16.80–$20.33		740,000			320,320			2,740,000

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(18)    Loss on Impairment of Assets and Other Charges

Fiscal 2002

        During the year ended September 30, 2002, the Company recorded debt restructuring and reorganization costs, of $2.6 million related to post confirmation liabilities payable to the United States Trustee related to Chapter 11 cases that remained open. With the exception of three open cases, all other Chapter 11 cases were closed in July 2002.

Fiscal 2001

        During the year ended September 30, 2001, the Company recorded costs in connection with certain uncollectible receivables, insurance related costs and other charges, and debt restructuring and reorganization costs. The Company also recognized a gain on the discharge of debt in connection with the consummation of the Plan. The following table and discussion provides additional information on these charges and gain in continuing operations (in thousands):

		2001
Notes receivable, advances, and trade receivables, due from affiliated businesses formerly owned or managed deemed uncollectible		$	30,048
Uncollectible trade receivables			38,883
Self-insured and related program costs			15,110
Other charges			22,390
Total uncollectible receivable, insurance related and other charges (included in other operating expenses)		$	106,431
Debt restructuring and reorganization costs and net (gain) on debt discharge:
	Professional, bank and other fees	$	59,393
	Employee benefit related costs, including severance		16,786
	Exit costs of terminated businesses		5,877
	Fresh start valuation adjustments		334,418
	Gain on debt discharge		(1,444,909	)
Total debt restructuring and reorganization costs and net (gain) on debt discharge		$	(1,028,435	)

Uncollectible receivable, insurance related costs and other charges included in other operating expenses

        In fiscal 2001, the Company performed periodic assessments of the collectibility of amounts due from certain affiliated businesses in light of the adverse impact of PPS on their liquidity and profitability. As a result of our assessment, the carrying value of notes receivable, advances and trade receivables due from affiliates was written down by $30 million.

        In fiscal 2001, the Company performed a re-evaluation of its allowance for doubtful accounts triggered by deterioration in the agings of certain categories of receivables. Management believed that such deterioration in the agings were due to several prolonged negative factors related to the operational effects of the bankruptcy filings such as personnel shortages and the time demands required in normalizing relations with vendors and addressing a multitude of bankruptcy issues. As a

F-59

result of this re-evaluation, the Company determined that an increase in the allowance for doubtful accounts of $38.9 million was necessary.

        In fiscal 2001, as a result of adverse claims development we re-evaluated the levels of reserves established for certain self-insured health and workers' compensation benefits and other insurance related programs. These charges were $15.1 million.

        In addition, the Company incurred charges of $22.4 million during fiscal 2001, principally related to contract and litigation matters and settlements, and certain other charges.

Debt restructuring and reorganization costs and net gain on debt discharge

        During the twelve months ended September 30, 2001, the Company incurred $416.5 million of legal, bank, accounting, fresh-start valuation adjustments and other costs in connection with its debt restructuring and the Chapter 11 cases. Of these charges, $59.4 million is attributed to professional, bank and other fees and $16.8 million pertains to certain salary and benefit related costs, principally for a court approved special recognition program. In addition, the Company incurred $5.9 million of costs associated with exiting certain terminated businesses. Fresh-start valuation adjustments of $334.4 million were recorded pursuant to the provisions of SOP 90-7, which require entities to record their assets and liabilities at fair value. The fresh-start valuation adjustments are principally the result of the elimination of predecessor company goodwill and the revaluation of property, plant and equipment to estimated fair values. The gain on debt discharge of $1,444.9 million represents the relief of liabilities subject to compromise in accordance with the plan of reorganization.

(19)    Commitments and Contingencies

Financial Commitments

        Requests for providing commitments to extend financial guarantees and extend credit are reviewed and approved by senior management. Management regularly reviews all outstanding commitments, letters of credit and financial guarantees, and the results of these reviews are considered in assessing the need for any reserves for possible credit and guarantee losses.

        The Company has an agreement with a vendor, which supplies approximately 98% of the Company's pharmaceutical products, pursuant to which the Company is required to maintain a deposit to secure purchase terms. The deposit of $37.9 million and $32.7 million at September 30, 2003 and 2002, respectively, is refundable upon the Company's election of alternative purchase terms and accordingly, is classified among current assets.

        The Company has posted $0.9 million of outstanding letters of credit. The letters of credit guarantee performance to third parties of various trade activities. The letters of credit are not recorded as liabilities on the Company's balance sheet unless they are probable of being utilized by the third party. The financial risk approximates the amount of outstanding letters of credit.

        The Company has extended $7.4 million in working capital lines of credit to certain jointly owned and managed companies, of which $4.6 million were unused at September 30, 2003. Credit risk represents the accounting loss that would be recognized at the reporting date if the affiliate companies were unable to repay any amounts utilized under the working capital lines of credit. Commitments to extend credit to third parties are conditional agreements generally having fixed expiration or termination dates and specific interest rates and purposes.

F-60

        The Company is a party to joint venture partnerships whereby its ownership interests are 50% or less of the total capital of the partnerships. The Company accounts for these partnerships using the equity method of accounting and, therefore, the assets, liabilities and operating results of these partnerships are not consolidated with the Company's. The carrying value of the Company's investment in joint ventures is $8.8 million and $14.1 million at September 30, 2003 and 2002, respectively. The Company's share of the income (loss) of the partnerships for the years ended September 30, 2003, 2002 and 2001 was $1.2 million, $2.2 million and $(10.2) million, respectively. Although the Company is not contractually obligated to fund operating losses of these partnerships, in certain cases, it has extended credit to such joint venture partnerships in the past and may decide to do so in the future in order to realize economic benefits from our joint venture relationship. Management assesses the creditworthiness of such partnerships in the same manner it does other third-parties. The Company has provided $10.8 million of financial guarantees related to loan commitments of four jointly owned and managed companies of GHC. As of September 30, 2003, the Company has also provided $12.4 million of financial guarantees related to lease obligations of one jointly-owned and managed company that operates four eldercare centers. This obligation was subsequently relieved in October 2003 upon the sale of the jointly-owned partnership's leasehold rights to an independent third party. The guarantees are not recorded as liabilities on the Company's balance sheet unless it is required to perform under the guarantee. Credit risk represents the accounting loss that would be recognized at the reporting date if counter-parties failed to perform completely as contracted. The credit risk amounts are equal to the contractual amounts, assuming that the amounts are fully advanced and that no amounts could be recovered from other parties.

Legal Proceedings

        The Company is a party to litigation arising in the ordinary course of business. The Company does not believe the results of such litigation, even if the outcome is unfavorable, would have a material adverse effect on the Company's financial position.

U.S. ex rel Scherfel v. Genesis Health Ventures et al.

        In this action, brought in U.S. District Court for the District of New Jersey on March 16, 2000, the plaintiff alleges that a pharmacy purchased by NeighborCare failed to process Medicaid credits for returned medications. The allegations are vaguely alleged for other jurisdictions. While the action was under seal in U.S. District Court, the Company fully cooperated with the Department of Justice's evaluation of the allegations. On or about March 2001, the Department of Justice declined to intervene in the suit and prosecute the allegations. The U.S. District Court action is no longer under seal but remains administratively stayed pending resolution of the bankruptcy issues.

        The plaintiff filed a proof of claim in the Company's bankruptcy proceedings initially for approximately $650 million and subsequently submitted an amended claim in the amount of approximately $325 million. The Company believes the allegations have no merit and objected to the proof of claim. In connection with an estimation of the proof of claim in the bankruptcy proceeding, the Company filed a motion for summary judgment urging that the claim be estimated at zero. On or about January 24, 2002, the U.S. Bankruptcy Court granted Debtors' motion and estimated the claim at zero.

F-61

        On or about February 11, 2002, the plaintiff appealed the bankruptcy court's granting of summary judgment to the U.S. District Court in Delaware and sought an injunction preventing the distribution of assets according to the plan of reorganization. The injunction was subsequently denied by the U.S. District Court for several reasons, including that the plaintiff was unlikely to succeed on the merits. When the injunction was denied by the U.S. District Court, the assets previously reserved for the plaintiff's claim were distributed in accordance with the plan of reorganization. On March 27, 2003, the U.S. District Court denied the plaintiff's appeal and upheld the summary judgment decision rendered by the U.S. Bankruptcy Court. On or about April 25, 2003, the plaintiff filed an appeal to the Third Circuit Court of Appeals. The appeal is currently pending and it is most likely to be heard by the Third Circuit Court of Appeals in 2004.

        The Company believes that the settlement of this matter will not be significant to the results of operations or financial condition of the Company.

DEA Investigation

        In August 2001, and March 2002, a NeighborCare pharmacy located in Colorado reported missing inventory and potential diversion to the Drug Enforcement Administration, or the "DEA," the local police and the Colorado Board of Pharmacy. As a result of the pharmacy reporting these incidents, the DEA commenced an audit of the pharmacy's operations. Under the Controlled Substance Act the government may seek the potential value of the inventory diverted as well as other damages. The Colorado facility cooperated with all requests for information, including making its personnel and documents available to the government.

Spin-off Contingencies

        The separation and distribution agreement generally provides for a full and complete release and discharge as of the date of the consummation of the spin-off of all liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the date of the consummation of the spin-off between or among NeighborCare and its affiliates, on the one hand, and GHC and its affiliates, on the other hand, including any contractual agreements or arrangements existing or alleged to exist between or among those parties on or before that date.

        GHC has agreed to indemnify, defend and hold harmless NeighborCare and its affiliates, and each of its directors, officers and employees, from and against all liabilities relating to, arising out of or resulting from:

•

the failure of GHC, or its affiliates, or any other person to pay, perform or otherwise promptly discharge any of the liabilities of the eldercare businesses;



•

any liabilities of the eldercare businesses and the operation of the eldercare businesses at any time before or after the spin-off;



•

any breach by GHC or its affiliates of the separation and distribution agreement or any of the ancillary agreements entered into in connection with the separation and distribution agreement;



•

one-half of any liabilities arising out of our 2001 joint plan of reorganization (other than certain liabilities specifically allocated in the separation and distribution agreement); and

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•

specified disclosure liabilities.

        NeighborCare has agreed to indemnify, defend and hold harmless GHC and its affiliates, and each of its directors, officers and employees, from and against all liabilities relating to, arising out of or resulting from:

•

the failure of NeighborCare, or its affiliates, or any other person to pay, perform or otherwise promptly discharge any of our liabilities, other than liabilities of the eldercare businesses;



•

any of NeighborCare liabilities, other than liabilities of the eldercare businesses, and the operation of its business other than the eldercare businesses at any time before or after the spin-off;



•

any breach by NeighborCare or its affiliates of the separation and distribution agreement or any of the ancillary agreements entered into in connection with the separation and distribution agreement;



•

one-half of any liabilities arising out of our 2001 joint plan of reorganization (other than certain liabilities specifically allocated in the separation and distribution agreement); and



•

specified disclosure liabilities.

(20)    Fair Value of Financial Instruments

        The carrying amount and fair value of financial instruments at September 30, 2003 and 2002 consist of the following (in thousands):

	2003						2002
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Cash and equivalents	$	132,726		$	132,726		$	148,030		$	148,030
Restricted investments in marketable securities		90,591			90,591			86,147			86,147
Accounts receivable, net		366,886			366,886			369,969			369,969
Accounts payable		58,435			58,435			80,248			80,248
Debt, excluding capital leases		601,746			614,473			679,402			696,351
Pay fixed / receive variable interest rate swap		(7,219	)		(7,219	)		(4,454	)		(4,454	)
Interest rate cap		2			2			398			398

        The carrying value of cash and equivalents, net accounts receivable and accounts payable is equal to its fair value due to their short maturity. The Company's restricted investments in marketable securities are carried at fair value.

        The fair value of debt, excluding capital leases, is computed using discounted cash flow analysis, based on the Company's estimated incremental borrowing rate at the end of each fiscal period presented.

        The fair values of interest rate swap and cap agreements were determined using confirmations from third-party financial institutions.

F-63

(21)    Assets Held for Sale and Discontinued Operations

        In the normal course of business, the Company continually evaluates the performance of its operating units, with an emphasis on selling or closing under-performing or non-strategic assets. On September 30, 2001, the Company adopted the provisions of Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" (SFAS 144). Under SFAS 144, discontinued businesses, including assets held for sale, are removed from the results of continuing operations. The results of operations in the current and prior year periods, along with any costs to exit such businesses in the year of discontinuation, are classified as discontinued operations in the consolidated statements of operations. Businesses sold or closed prior to the Company's adoption of SFAS 144 continue to be reported in the results of continuing operations.

        Consolidated interest expense has been allocated to discontinued operations for all periods presented based on the ratio of net assets of GHC to consolidated net assets of the Company.

        The following table sets forth net revenues and the components of income (loss) from discontinued operations for the years ended September 30, 2003, 2002, and 2001 (in thousands):

						Predecessor Company
	Successor Company
						Year Ended September 30,
	Years Ended September 30,
	2003		2002			2001
Net revenues	$	1,405,122	$	1,349,051	¦	$	1,279,250
Net operating income (loss) of discontinued businesses		65,569		132,723	¦		(621,858	)
Interest expense allocation		19,937		23,373	¦		7,009
Income tax expense (benefit)		16,900		42,843	¦		—
Income (loss) from discontinued operations, net of taxes	$	28,732	$	66,507	¦	$	(628,867	)

        Discontinued operations have not been segregated in the consolidated statements of cash flows. Therefore, amounts for certain captions will not agree with respective data in the consolidated statements of operations.

(22)    Segment Information

        The Company's principal operating segments are identified by the types of products and services from which revenues are derived and are consistent with the reporting structure of the Company's internal organization. The Company has two reportable segments: institutional pharmacy business and corporate and other.

        The institutional pharmacy business provides prescription and non-prescription pharmaceuticals, infusion therapy and medical supplies and equipment to the elderly, chronically ill and disabled in long-term care facilities, including skilled nursing facilities, assisted living facilities, residential and independent living communities and other institutional healthcare facilities. The pharmacy services provided in these settings are tailored to meet the needs of the institutional customer. These services include highly specialized packaging and dispensing systems, computerized medical records processing and 24-hour emergency services. The Company also provides pharmacy consulting services to assure proper and effective drug therapy, including monitoring and reporting on prescription drug therapy and assisting the facility in compliance with applicable federal and state regulations.

F-64

        Summarized financial information concerning the Company's reportable segments is shown in the following table for the current quarter, compared with the same period last year. The table has been reclassified to reflect the spin-off of GHC, the previously reported "Inpatient Services" segment. The "Corporate and Other" category of operations represents operating information of business units below the prescribed quantitative thresholds under the SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." Revenues from these business units are primarily derived from the Company's community-based professional pharmacy business, home infusion, respiratory and medical equipment business and long-term care group purchasing business (Tidewater). The "Corporate and Other" category also consists of the Company's corporate general and administrative function, for which there is generally no revenue generated.

        This approach to segment reporting is consistent with the Company's internal financial reporting and the information used by the chief operating decision makers regarding the performance of the reportable and non-reportable segments. The accounting policies of the segments are the same as those of the consolidated organization.

		Institutional Pharmacy			Corporate and Other			Consolidated
		(in thousands)
Fiscal year ended September 30, 2003
	Net revenues	$	1,030,412		$	213,445		$	1,243,857
	Gross profit		212,650			69,229			281,879
	Operating income (loss)		92,325			(71,770	)		20,555
Fiscal year ended September 30, 2002
	Net revenues	$	922,604		$	214,133		$	1,136,737
	Gross profit		185,683			69,471			255,154
	Operating income (loss)		67,851			(54,044	)		13,807
Fiscal year ended September 30, 2001
	Net revenues	$	875,212		$	172,671		$	1,047,883
	Gross profit		176,484			53,518			230,002
	Operating income (loss)		(30,954	)		998,908			967,954
Total assets as of
	September 30, 2003	$	192,543		$	1,746,186		$	1,938,729
	September 30, 2002		158,205			1,852,272			2,010,477

F-65

        A reconciliation of consolidated operating income to consolidated income from continuing operations:

	Years Ended September 30,
	2003			2002				2001
Consolidated operating income	$	20,555		$	13,807		¦	$	967,954
Interest expense, net		14,358			17,186		¦		45,188
Other expense		4,289			3,061		¦		1,802
Income tax provision (benefit)		(2,048	)		(12,699	)	¦		—
Income from continuing operations	$	3,956		$	6,259		¦	$	920,964

        Revenues from GHC to both of NeighborCare's reportable segments represent approximately $181.2 million, $205.6 million and $200.6 million of consolidated revenues for the fiscal years ended September 30, 2003, 2002 and 2001, respectively. Of these revenues to GHC facilities, approximately $78.0 million, $100.5 million and $98.1 million for fiscal years ended September 30, 2003, 2002 and 2001, respectively, were billed directly to GHC and were eliminated as intersegment revenues. Revenues from Manor Care to NeighborCare's institutional pharmacy segment represent approximately $130.0 million, $123.0 million and $116.2 million of consolidated revenues for the fiscal years ended September 30, 2003, 2002 and 2001, respectively.

(23)    Comprehensive Income

        The following table sets forth the computation of comprehensive income for the years ended September 30, 2003, 2002 and 2001 (in thousands):

	Successor Company						Predecessor Company
	2003			2002			2001
Net income	$	32,688		$	72,766		$	292,097
Unrealized gain on marketable securities (net of income taxes of $141, $349 and $1,067, respectively)		262			647			1,981
Net change in fair value of interest rate swap and cap agreements (net of income tax benefit of $1,233 and $1,582, respectively)		(1,928	)		(2,474	)		—
Total comprehensive income	$	31,022		$	70,939		$	294,078

(24)    Derivative Financial Instruments

        The Company follows the provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities—an Amendment of FASB Statement No. 133." The Company utilizes derivative financial instruments, such as interest rate swaps and caps, to manage changes in market conditions related to debt obligations. As of September 30, 2003 and 2002, the Company has a $75 million swap maturing on September 13, 2005, to receive fixed (3.1%) / pay variable (one month LIBOR) and a $125 million swap maturing on September 13, 2007, to receive fixed (3.77%) / pay variable (one month LIBOR). In addition, the Company has a $75 million cap maturing on September 13, 2004. The interest rate cap pays interest to the Company when LIBOR exceeds 3%. The amount paid to the

F-66

Company is equal to the notional principal balance of $75 million multiplied by (LIBOR minus 3%) in those periods in which LIBOR exceeds 3%. We purchased the interest rate cap in September 2002 for $0.7 million which is being amortized to interest expense over the two year term of the agreement.

        Based upon confirmations from third party financial institutions, the fair value of the interest rate swap agreements and the cap are ($7.2) million and $2 thousand dollars, respectively, at September 30, 2003.

        The Company recognizes all derivatives on the balance sheet at fair value. Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified to earnings as the underlying hedged item affects earnings. Amounts reclassified into earnings related to interest rate swap and cap agreements are included in interest expense. During fiscal 2003 and 2002, $1.9 million and $2.5 million, respectively, of after tax net unrealized losses related to interest rate swap and caps were recorded in other comprehensive income. As of September 30, 2003 and 2002, $7.2 million and $4.0 million, respectively, have been classified in other long term liabilities in the consolidated balance sheet related to cash flow hedges. The counterparties to the above derivative agreements are major international banks.

        In connection with the spin-off and the repayment of senior indebtedness, the Company terminated the two variable to fixed rate swaps described above with an aggregate notional amount of $200 million. As a consequence the Company paid the contracting parties approximately $3.5 million which will be accounted for as a spin-off related charge in the first fiscal quarter of 2004.

(25)    Quarterly Financial Data (Unaudited)

        The Company's unaudited quarterly financial information is as follows (in thousands, except per share data):

		Net Revenues		Income (Loss) from Continuing Operations			Net Income (Loss) Available to Common Shareholders		Diluted Income (Loss) from Continuing Operations Per Common Share			Diluted Net Income (Loss) Per Common Share
Quarter ended:
	December 31, 2002	$	297,104	$	(1,114	)	$	11,937	$	(0.04	)	$	0.29
	March 31, 2003		304,933		(399	)		4,664		(0.01	)		0.11
	June 30, 2003		318,886		5,948			6,472		0.14			0.16
	September 30, 2003		322,934		(478	)		6,914		(0.03	)		0.17
Quarter ended:
	December 31, 2001	$	274,408	$	(133	)	$	15,599	$	(0.02	)	$	0.38
	March 31, 2002		282,175		11,458			24,943		0.26			0.59
	June 30, 2002		288,838		262			17,453		0.01			0.42
	September 30, 2002		291,316		(5,328	)		12,172		(0.14	)		0.29

F-67

        Earnings per share was calculated for each three-month and the twelve-month period on a stand-alone basis. As a result, the sum of the diluted earnings per share for the four quarters may not equal the earnings per share for the year.

(26)    Subsequent Events

Preferred Share Purchase Rights

        On November 13, 2003, the Board of Directors of the Company declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.02 per share, payable on December 1, 2003 to the stockholders of record on that date. The Board of Directors declared these rights to protect stockholders from coercive or otherwise unfair takeover tactics. The Rights should not interfere with any merger or other business combination approved by the Board of Directors.

        Each Right will allow its holder to purchase from the Company one one-hundredth of a share of Series B Junior Participating Preferred Stock (a "Preferred Share") for $100.00, once the Rights become exercisable. This portion of a Preferred Share will give the stockholder approximately the same dividend and liquidation rights as would one share of common stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

        The Rights will not be exercisable until ten days after the public announcement of the acquisition by any person or group of beneficial ownership of 20% or more of NeighborCare's outstanding common stock (or ten days after a person or group begins a tender or exchange offer that, if consummated, would bestow upon them beneficial ownership of 20% or more of NeighborCare's outstanding common stock). The Rights expire December 1, 2013.

F-68

NeighborCare, Inc.
Schedule Valuation and Qualifying Accounts
Years Ended September 30, 2003, 2002 and 2001
(in thousands)

Description	Balance at Beginning of Period		Charged to Operations (3)		Charged to Other Accounts (1)		Deductions (2)		Balance at End of Period
Year Ended September 30, 2003
Allowance for Doubtful Accounts	$	55,791	$	37,085	$	—	$	44,248	$	48,628
Year Ended September 30, 2002
Allowance for Doubtful Accounts		83,125		44,712		—		72,046		55,791
Year Ended September 30, 2001
Allowance for Doubtful Accounts		78,020		49,901		12,509		57,305		83,125

(1)

In fiscal 2001, represents a reclassification of amounts previously reported as a direct reduction to trade receivables, rather than an allowance for doubtful accounts.

(2)

Represents amounts written off as uncollectible.

(3)

Includes amounts charged to discontinued operations.

S-1

OFFER TO EXCHANGE

$250,000,000 aggregate principal amount
of its 6.875% Senior Subordinated Notes due 2013,
which have been registered under the Securities Act
of 1933, as amended, for any and all of its
outstanding 6.875% Senior Subordinated Notes due 2013

PROSPECTUS

                    , 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

        As permitted by Pennsylvania corporation law, the Company's bylaws provide that a director will not be personally liable for monetary damages for any action taken, or any failure to take any action, unless the director breaches or fails to perform the duties of his or her office under Subchapter B of Chapter 17 of Pennsylvania corporation law, and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. These provisions of the Company's bylaws, however, will not limit a director's liability for monetary damages to the extent prohibited by Pennsylvania corporation law.

        The Company's bylaws provide that it must indemnify its directors and officers who were or are a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such director or officer is or was a director or officer, or is or was serving at the request of the Company as a director, officer, employee, general partner, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses (including attorneys' fees), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceeding. The Company's bylaws also permit it similarly to indemnify other persons. However, under the Company's bylaws, indemnification will not be provided to any of its directors or officers in certain instances, including in the event a court determines that such director or officer engaged in self-dealing, willful misconduct or recklessness. The Company has in place directors' and officers' insurance for its directors, officers and some employees for specified liabilities.

        The indemnification provisions in the Company's bylaws may discourage shareholders from bringing a lawsuit against officers and directors for breach of their fiduciary duty. They may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though an action of this kind, if successful, might otherwise benefit the Company and its shareholders. Furthermore, a shareholders' investment may be adversely affected to the extent the Company pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. However, the Company believes that these indemnification provisions are necessary to attract and retain qualified directors and officers.

        The laws of the states or other jurisdictions of incorporation or organization and/or the provisions of the articles or certificates of incorporation or organization and the bylaws (or their equivalent) of substantially all of the subsidiary guarantors listed in the Table of Additional Registrants included in the registration statement (collectively, the "Subsidiary Guarantors") provide indemnification provisions and limitations on the personal liability of directors and/or officers similar to those described above.

        The Registration Rights Agreement contains provisions under which the holders of the notes agree to indemnify the officers, directors and controlling persons of the Company and each of the Subsidiary Guarantors against certain liabilities, including liabilities under the Securities Act or to contribute to payments the officers and directors may be required to make with respect to such liabilities.

II-1

Item 21. Exhibits and Financial Statement Schedules

(a)   Exhibits

Regulation S-K Exhibit Numbers	Description
2.1(1)	Debtors' Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code dated July 6, 2001.
2.2(2)	Technical Amendments to Debtors' Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code dated August 27, 2001.
2.3(2)	Amendments to Debtors' Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code dated to comply with opinion on confirmation dated September 13, 2001.
2.4(3)	Separation and Distribution Agreement by and between the Company and Genesis HealthCare Corporation, dated as of October 27, 2003 (Schedules and exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); the Company agrees to furnish supplementally a copy of such schedules and/or exhibits to the Securities and Exchange Commission upon request).
3.1(4)	Amended and Restated Articles of Incorporation of the Company.
3.2(4)	Articles of Amendment to the Company's Amended and Restated Articles of Incorporation, effective as of December 2, 2003, changing the name to NeighborCare, Inc.
3.3(4)	Statement with Respect to Shares, effective as of December 5, 2003, designating the Company's Series B Junior Participating Preferred Stock, par value $0.01 per share.
3.4(4)	Amended and Restated Bylaws of the Company, as amended.
3.5	Articles of Incorporation of Accumed, Inc.
3.6	Bylaws of Accumed, Inc.
3.7	Articles of Incorporation of ASCO Healthcare of New England, Inc.
3.8	Bylaws of ASCO Healthcare of New England, Inc. (See Exhibit 3.25)*
3.9	Certificate of Limited Partnership of ASCO Healthcare of New England, Limited Partnership
3.10	Articles of Incorporation of ASCO Healthcare, Inc.
3.11	Bylaws of ASCO Healthcare, Inc. (See Exhibit 3.25.)*
3.12	Articles of Organization of Automated HomeCare System, LLC
3.13	Certificate of Limited Partnership of Care4, L.P.
3.14	Articles of Incorporation of CareCard, Inc.
3.15	Bylaws of CareCard, Inc. (See Exhibit 3.25.)*
3.16	Articles of Incorporation of Compass Health Services, Inc.
3.17	Bylaws of Compass Health Services, Inc.
3.18	Articles of Incorporation of Concord Pharmacy Services, Inc.
3.19	Bylaws of Concord Pharmacy Services, Inc.
3.20	Articles of Incorporation of Delco Apothecary, Inc.
3.21	Bylaws of Delco Apothecary, Inc. (See Exhibit 3.19.)*
3.22	Articles of Incorporation of Eastern Medical Supplies, Inc.
3.23	Bylaws of Eastern Medical Supplies, Inc. (See Exhibit 3.25.)*
3.24	Articles of Incorporation of Eastern Rehab Services, Inc.
3.25	Bylaws of Eastern Rehab Services, Inc.
3.26	Certificate of Incorporation of Encare of Massachusetts, Inc.
3.27	Bylaws of Encare of Massachusetts, Inc.
3.28	Certificate of Incorporation of Genesis Holdings, Inc.
3.29	Bylaws of Genesis Holdings, Inc. (See Exhibit 3.27.)*
3.30	Certificate of Incorporation of Geneva Sub, Inc.

II-2

3.31	Bylaws of Geneva Sub, Inc. (See Exhibit 3.27.)*
3.32	Articles of Incorporation of H.O. Subsidiary, Inc.
3.33	Bylaws of H.O. Subsidiary, Inc. (See Exhibit 3.25.)*
3.34	Articles of Amendment and Restatement of Health Concepts and Services, Inc.
3.35	Bylaws of Health Concepts and Services, Inc. (See Exhibit 3.25.)*
3.36	Articles of Incorporation of HealthObjects Corporation
3.37	Bylaws of HealthObjects Corporation (See Exhibit 3.25.)*
3.38	Articles of Incorporation of Horizon Medical Equipment and Supply, Inc.
3.39	Bylaws of Horizon Medical Equipment and Supply, Inc.
3.40	Certificate of Incorporation of Institutional Health Care Services, Inc.
3.41	Bylaws of Institutional Health Care Services, Inc.
3.42	Amended and Restated Articles of Organization of Main Street Pharmacy, L.L.C.
3.43	Articles of Incorporation of Medical Services Group, Inc.
3.44	Bylaws of Medical Services Group, Inc. (See Exhibit 3.25.)*
3.45	Articles of Incorporation of NeighborCare Home Medical Equipment, Inc.
3.46	Bylaws of NeighborCare Home Medical Equipment, Inc. (See Exhibit 3.19.)*
3.47	Certificate of Incorporation of NeighborCare Infusion Services, Inc.
3.48	Bylaws of NeighborCare Infusion Services, Inc. (See Exhibit 3.27.)*
3.49	Articles of Incorporation of NeighborCare of California, Inc.
3.50	Bylaws of NeighborCare of California, Inc.
3.51	Articles of Incorporation of NeighborCare of Indiana, Inc.
3.52	Bylaws of NeighborCare of Indiana, Inc.
3.53	Articles of Incorporation of NeighborCare of Northern California, Inc.
3.54	Amended and Restated Bylaws of NeighborCare of Northern California, Inc.
3.55	Initial Articles of Incorporation of NeighborCare of Ohio, Inc.
3.56	Form of Bylaws of NeighborCare of Ohio, Inc.
3.57	Certificate of Incorporation of NeighborCare of Oklahoma, Inc.
3.58	Bylaws of NeighborCare of Oklahoma, Inc.
3.59	Certificate of Incorporation of NeighborCare of Texas, Inc.
3.60	Form of Bylaws of NeighborCare of Texas, Inc.
3.61	Articles of Incorporation of NeighborCare of Virginia, Inc.
3.62	Bylaws of NeighborCare of Virginia, Inc.
3.63	Articles of Incorporation of NeighborCare of Wisconsin, Inc.
3.64	Bylaws of NeighborCare of Wisconsin, Inc.
3.65	Articles of Incorporation of NeighborCare Pharmacies, Inc.
3.66	Bylaws of NeighborCare Pharmacies, Inc. (See Exhibit 3.25.)*
3.67	Articles of Organization of NeighborCare Pharmacy of Oklahoma LLC.
3.68	Certificate of Incorporation of NeighborCare Pharmacy Services, Inc.
3.69	Bylaws of NeighborCare Pharmacy Services, Inc. (See Exhibit 3.27.)*
3.70	Certificate of Incorporation of NeighborCare Services Corporation
3.72	Bylaws of NeighborCare Services Corporation. (See Exhibit 3.27.)*
3.73	Articles of Incorporation of NeighborCare-Medisco, Inc.
3.74	Bylaws of NeighborCare-Medisco, Inc.
3.75	Articles of Incorporation of NeighborCare-ORCA, Inc.
3.76	Bylaws of NeighborCare-ORCA, Inc.
3.77	Certificate of Incorporation of NeighborCare-TCI, Inc.
3.78	Bylaws of NeighborCare-TCI, Inc. (See Exhibit 3.27.)*
3.79	Articles of Incorporation of Professional Pharmacy Services, Inc.
3.80	Bylaws of Professional Pharmacy Services, Inc. (See Exhibit 3.25.)*

II-3

3.81	Articles of Incorporation of Suburban Medical Services, Inc.
3.82	Bylaws of Suburban Medical Services, Inc. (See Exhibit 3.19.)*
3.83	Articles of Incorporation of Tidewater Healthcare Shared Services Group, Inc.
3.84	Bylaws of Tidewater Healthcare Shared Services Group, Inc. (See Exhibit 3.19)*
4.1(5)	Specimen of Common Stock Certificate.
4.2(6)	Certificate of Designation of the Series A Convertible Preferred Stock. (Included in Exhibit 3.1.)
4.3(8)	Specimen of the Company's 6.875% Senior Subordinated Notes due 2013. (Included in Exhibit 4.4.)
4.4(8)	Indenture, dated as of November 4, 2003, among the Company, the Guarantors and The Bank of New York, as trustee, relating to the Company 6.875% Senior Subordinated Notes due 2013.
4.5(7)	Rights Agreement, dated as of November 18, 2003, by and between the Company and StockTrans, Inc., as rights agent.
4.6(4)	Statement with Respect to Shares, effective as of December 5, 2003, designating the Company's Series B Junior Participating Preferred Stock, par value $0.01 per share. (Included in Exhibit 3.3.)
5.1+	Opinion of Blank Rome LLP.
10.1(8)	Registration Rights Agreement, dated as of November 4, 2003, by and among the Company, the Guarantors, Goldman, Sachs & Co., Lehman Brothers Inc., UBS Securities LLC and J.P. Morgan Securities Inc.
12.1	Statements Regarding Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of KPMG LLP.
23.2+	Consent of Blank Rome LLP. (Included in Exhibit 5.1.)
24.1	Powers of Attorney. (Included on signature page to the Registration Statement.)
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Clients.
99.4	Form of Letter to Brokers.

*

The Bylaws which are cross-referenced to another exhibit are substantially identical to the cross referenced exhibit except for the name of the company.

+

To be filed by amendment.

(1)

Incorporated by reference to the Company's Current Report on Form 8-K filed on June 19, 2001.

(2)

Incorporated by reference to the Company's Form T-3 filed on September 18, 2001.

(3)

Incorporated by reference to Genesis HealthCare Corporation's Registration Statement on Form 10 dated November 14, 2003 (as amended) (File No. 000-50351).

(4)

Incorporated by reference to an exhibit to the Company's Current Report on Form 8-K filed on December 9, 2003.

(5)

Incorporated by reference to the Company's Form 8-A filed on October 2, 2001.

(6)

Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2001.

(7)

Incorporated by reference to an exhibit to the Company's Form 8-A filed on November 18, 2003.

(8)

Incorporated by reference to an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2003.

(b)   Financial Statement Schedules

II-4

        Schedule II—Valuation and Qualifying Accounts for the years ended September 30, 2003, 2002 and 2001. Schedule II is included herein. All other schedules not listed have been omitted since the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required.

II-5

(c)   Report, Opinion or Appraisal Exhibits

        None.

Item 22. Undertakings

        (a)   The undersigned registrant hereby undertakes:

        (1)   To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

        (i)    Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Act");

        (ii)   Reflect in the prospectus any facts or events arising after the effective date of the registration statement which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Act if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)   That, for purposes of determining liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   Remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)   Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act, and will be governed by the final adjudication of such issue.

        (c)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

        (d)   The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one (1) business day of receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (e)   The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction that was not the subject of and included in the registration statement when it became effective.

II-7

SIGNATURES AND POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on the date indicated.

	NEIGHBORCARE, INC.
Date:  April 30, 2004	By:	/s/  JOHN J. ARLOTTA John J. Arlotta Chairman, President and Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John J. Arlotta and Richard W. Sunderland, Jr. and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement and any registration statement filed under Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with authority to do and perform each and every act and the requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below on by the following persons in the capacities indicated:

Signatures	Title	Date
/s/  JOHN J. ARLOTTA John J. Arlotta	Chairman, President and Chief Executive Officer (Principal Executive Officer)	April 30, 2004
/s/  JAMES H. BLOEM James H. Bloem	Director	April 30, 2004
/s/  JAMES E. DALTON, JR. James E. Dalton, Jr.	Director	April 30, 2004
/s/  JAMES D. DONDERO James D. Dondero	Director	April 30, 2004
Robert H. Fish	Director
/s/  DR. PHILIP P. GERBINO Dr. Philip P. Gerbino	Director	April 30, 2004

S-1

/s/  ARTHUR J. REIMERS Arthur J. Reimers	Director	April 30, 2004
/s/  PHYLLIS R. YALE Phyllis R. Yale	Director	April 30, 2004
/s/  RICHARD W. SUNDERLAND, JR. Richard W. Sunderland, Jr.	Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)	April 30, 2004

S-2

SIGNATURES AND POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, as amended, each registrant listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on the date indicated.

Date: April 30, 2004 ACCUMED, INC.
ASCO HEALTHCARE OF NEW ENGLAND, INC.
ASCO HEALTHCARE, INC.
CARECARD, INC.
COMPASS HEALTH SERVICES, INC.
CONCORD PHARMACY SERVICES, INC.
DELCO APOTHECARY, INC.
EASTERN MEDICAL SUPPLIES, INC.
EASTERN REHAB SERVICES, INC.
ENCARE OF MASSACHUSETTS, INC.
GENESIS HEALTH SERVICES CORPORATION
    t/b/n NeighborCare Services Corporation
GENESIS HOLDINGS, INC.
    t/b/n NeighborCare Holdings, Inc.
GENEVA SUB, INC.
H.O. SUBSIDIARY, INC.
HEALTH CONCEPTS AND SERVICES, INC.
HEALTHOBJECTS CORPORATION
HORIZON MEDICAL EQUIPMENT AND
    SUPPLY, INC.
INSTITUTIONAL HEALTH CARE SERVICES, INC.
MEDICAL SERVICES GROUP, INC.
NEIGHBORCARE HOME MEDICAL
    EQUIPMENT, INC.
NEIGHBORCARE INFUSION SERVICES, INC.
NEIGHBORCARE OF CALIFORNIA, INC.
NEIGHBORCARE OF INDIANA, INC.
NEIGHBORCARE OF NORTHERN CALIFORNIA, INC.
NEIGHBORCARE OF OHIO, INC.
NEIGHBORCARE OF OKLAHOMA, INC.
NEIGHBORCARE OF TEXAS, INC.
NEIGHBORCARE OF VIRGINIA, INC.
NEIGHBORCARE OF WISCONSIN, INC.
NEIGHBORCARE PHARMACIES, INC.
NEIGHBORCARE PHARMACY SERVICES, INC.
NEIGHBORCARE-MEDISCO, INC.
NEIGHBORCARE-ORCA, INC.
NEIGHBORCARE-TCI, INC.
PROFESSIONAL PHARMACY SERVICES, INC.
SUBURBAN MEDICAL SERVICES, INC.
THE TIDEWATER HEALTHCARE SHARED
    SERVICES GROUP, INC.

S-3

By:
/s/  JOHN J. ARLOTTA John J. Arlotta
Chairman, President and Chief Executive Officer of each of the foregoing entities

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John J. Arlotta and Richard W. Sunderland, Jr., and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement and any registration statement filed under Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with authority to do and perform each and every act and the requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities of each of the above-referenced registrants and on the dates indicated:

Signatures	Title	Date
/s/  JOHN J. ARLOTTA John J. Arlotta	Chairman, President and Chief Executive Officer (Principal Executive Officer) and Director	April 30, 2004
/s/  RICHARD W. SUNDERLAND, JR. Richard W. Sunderland, Jr.	Senior Vice President and Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)	April 30, 2004
/s/  JOHN F. GAITHER, JR. John F. Gaither, Jr.	Director	April 30, 2004

S-4

SIGNATURES AND POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, as amended, each registrant listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on the date indicated.

Date: April 30, 2004	ASCO HEALTHCARE OF NEW ENGLAND, LIMITED PARTNERSHIP, by ASCO Healthcare of New England, Inc., its General Partner
	CARE4, L.P., by Institutional Health Care Services, Inc., its General Partner
	By:	/s/  JOHN J. ARLOTTA John J. Arlotta Chairman, President and Chief Executive Officer of the respective General Partners of each of the foregoing entities

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John J. Arlotta and Richard W. Sunderland, Jr., and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement and any registration statement filed under Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with authority to do and perform each and every act and the requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities of each of the above-referenced registrants and on the dates indicated:

Signatures	Title	Date
/s/  JOHN J. ARLOTTA John J. Arlotta	Chairman, President and Chief Executive Officer (Principal Executive Officer) and Director	April 30, 2004
/s/  RICHARD W. SUNDERLAND, JR. Richard W. Sunderland, Jr.	Senior Vice President and Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)	April 30, 2004
/s/  JOHN F. GAITHER, JR. John F. Gaither, Jr.	Director	April 30, 2004

S-5

SIGNATURES AND POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, as amended, each registrant listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on the date indicated.

Date: April 30, 2004	AUTOMATED HOMECARE SYSTEM, LLC, by Health Objects Corporation, its authorized Member
	MAIN STREET PHARMACY, L.L.C., by Professional Pharmacy Services, Inc. and NeighborCare Pharmacies, Inc., its authorized Members
	NEIGHBORCARE PHARMACY OF OKLAHOMA LLC, by NeighborCare Pharmacy Services, Inc., its authorized Member
	By:	/s/  JOHN J. ARLOTTA John J. Arlotta On behalf of the foregoing entities as an Authorized Signatory of each respective authorized Member

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John J. Arlotta and Richard W. Sunderland, Jr., and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement and any registration statement filed under Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with authority to do and perform each and every act and the requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities of each of the above-referenced registrants and on the dates indicated:

Signatures	Title	Date
/s/  JOHN J. ARLOTTA John J. Arlotta	Chairman, President and Chief Executive Officer (Principal Executive Officer) and Director	April 30, 2004
/s/  RICHARD W. SUNDERLAND, JR. Richard W. Sunderland, Jr.	Senior Vice President and Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)	April 30, 2004
/s/  JOHN F. GAITHER, JR. John F. Gaither, Jr.	Director	April 30, 2004

S-6

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TABLE OF CONTENTS
Cautionary Statements Regarding Forward-Looking Statements
SUMMARY
Our Company
Spin-off of GHC
The Exchange Offer
The Exchange Notes
Risk Factors
Summary Financial Data
RISK FACTORS
Risks Relating to the Exchange Offer and the Exchange Notes
Risks Relating to Our Business
Risks Relating to the Spin-off of GHC
THE EXCHANGE OFFER
USE OF PROCEEDS
CAPITALIZATION
SELECTED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
Certain Transactions and Events
Results of Operations
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
BUSINESS
MANAGEMENT
DESCRIPTION OF OTHER INDEBTEDNESS
DESCRIPTION OF THE EXCHANGE NOTES
CERTAIN U.S. FEDERAL TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
AVAILABLE INFORMATION
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
NEIGHBORCARE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
NEIGHBORCARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands, except per share amounts)
NEIGHBORCARE, INC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
NeighborCare, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
Consolidating Balance Sheets December 31, 2003 (in thousands)
Consolidating Balance Sheets September 30, 2003 (in thousands)
Consolidating Statements of Operations Three months ended December 31, 2003 (in thousands)
Consolidating Statements of Operations Three months ended December 31, 2002 (in thousands)
Consolidating Statements of Cash Flows Three months ended December 31, 2003 (in thousands)
Consolidating Statements of Cash Flows Three months ended December 31, 2002 (in thousands)
Independent Auditors' Report
NEIGHBORCARE, INC. CONSOLIDATED BALANCE SHEETS
NEIGHBORCARE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
NEIGHBORCARE, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
NEIGHBORCARE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
NeighborCare, Inc. Notes to Consolidated Financial Statements
Consolidating Balance Sheets September 30, 2003 (in thousands)
Consolidating Balance Sheets September 30, 2002 (in thousands)
Consolidating Statements of Operations Year ended September 30, 2003 (in thousands)
Consolidating Statements of Operations Year ended September 30, 2002 (in thousands)
Consolidating Statements of Operations Year ended September 30, 2001 (in thousands)
Consolidating Statements of Cash Flows Year ended September 30, 2003 (in thousands)
Consolidating Statements of Cash Flows Year ended September 30, 2002 (in thousands)
Consolidating Statements of Cash Flows Year ended September 30, 2001 (in thousands)
NeighborCare, Inc. Schedule Valuation and Qualifying Accounts Years Ended September 30, 2003, 2002 and 2001 (in thousands)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers
Item 21. Exhibits and Financial Statement Schedules
Item 22. Undertakings

SIGNATURES AND POWER OF ATTORNEY
SIGNATURES AND POWER OF ATTORNEY
SIGNATURES AND POWER OF ATTORNEY
SIGNATURES AND POWER OF ATTORNEY

EX-3.5

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Exhibit 3.5

Filing fee:	$	35.00	[STAMP]
+ License fee:	$	75.00	(See Section 136 II)
Total fees	$	110.00
Use black print or type. Leave 1" margins both sides.

ARTICLES OF INCORPORATION
OF
ACCUMED, INC.

THE UNDERSIGNED, ACTING AS INCORPORATOR(S) OF A CORPORATION UNDER THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, ADOPT(S) THE FOLLOWING ARTICLES OF INCORPORATION FOR SUCH CORPORATION:

        FIRST:    The name of the corporation is                         ACCUMED,  INC.                                                 

                         (Note 1)

        SECOND:    The period of its duration if such period is other than perpetual:                            Perpetual                                                  

        THIRD:    The corporation is empowered to transact any and all lawful business for which corporations may be incorporated under RSA 293-A and the principal purpose or purposes for which the corporation is organized are:

To acquire, construct, maintain and operate a pharmacy and all lawful business for which corporation may be incorporated under NH RSA 293-A and RSA 318-B.

[if more space is needed, attach additional sheet(s)]

1

        FOURTH:    The aggregate number of shares which the corporation shall have authority to issue is: (Note 2)

15,000        Common        Par Value $1.00

        FIFTH:    The capital stock will be sold or offered for sale within the meaning of RSA 421-B. (New Hampshire Securities Act) (Note 3)*

        SIXTH:    Provisions, if any, for the limitation or denial of preemptive rights: (Note 4)*

        There shall be no pre-emptive rights with respect to any shares of this corporation.

        SEVENTH:    Provisions for the regulation of the internal affairs of the corporation are: (Note 5)*

        Provision for the regulation of the internal officers are located in the Articles of Incorporation and the By-Laws. Also generally by N.H. 293-A and RSA 318-B.

        EIGHTH:    Provision eliminating or limiting personal liability of directors or officers: (Note 6)*

None

*Add additional pages if needed.

2

        NINTH:    The address of the initial registered office of the corporation is One Fisher Avenue, Penacook, NH 03303 and the name of its initial registered agent at such address is Joseph Stewart, Esquire c/o ACCUMED, INC., One Fisher Ave., P.O. Box 9018, Penacook, NH 03303

        TENTH:    The number of directors constituting the initial board of directors of the corporation is 4, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

Name	Address
Forrest D. McKerley	One Fisher Ave., Penacook, NH 03303
James P. McKerley	One Fisher Ave., Penacook, NH 03303
Matthew McKerley	One Fisher Ave., Penacook, NH 03303
Charles J. Fanaras	125 North Main St., Concord, NH 03301

        ELEVENTH:    The name and address of each incorporator is:

Name	Address
Forrest D. McKerley	One Fisher Ave., Penacook, NH 03303
James P. McKerley	One Fisher Ave., Penacook, NH 03303
Matthew McKerley	One Fisher Ave., Penacook, NH 03303
Charles J. Fanaras	125 North Main St., Concord, NH 03301

Dated: July 29, 1991

/s/  FORREST D. MCKERLEY

/s/  JAMES P. MCKERLEY

/s/  MATTHEW MCKERLEY

/s/  CHARLES J. FANARAS

Incorporator(s)
(Note 7)

Mail fee, DUPLICATE ORIGINALS (ORIGINAL SIGNATURES ON BOTH) AND
CERTIFICATE FROM OFFICE OF SECURITIES REGULATION (Note 3) to:
Secretary of State, Rm. 204, State House, Concord, NH 03301-4989

3

STATE OF NEW HAMPSHIRE

Filing fee: $15.00	Form No. 9
Use black print or type.	RSA 293-A:5.02 (a) and 15.08 (a)

STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH, BY CORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE

PURSUANT TO THE PROVISIONS OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION, ORGANIZED UNDER THE LAWS OF THE STATE OF New Hampshire SUBMITS THE FOLLOWING STATEMENT FOR THE PURPOSE OF CHANGING ITS REGISTERED OFFICE OR ITS REGISTERED AGENT, OR BOTH, IN THE STATE OF NEW HAMPSHIRE:

FIRST:    The name of the corporation is:
    Accumed, Inc.

SECOND:    The name of its registered agent is recorded as:
    Joseph Stewart

THIRD:    The street address, town/city of its registered office is recorded as:
    One Fisher Ave., Penacook, NH 03303

FOURTH:    The name of its new registered agent is (Note 1):
    C T Corporation System

FIFTH:    The street address, town/city of its new registered office is (Note 1):
    9 Capitol Street, Concord, NH 03301

SIXTH:    The street address, town/city of its registered office and the address of the business office of its registered agent, as changed, will be identical.

SEVENTH:    (Print Name)                        C T CORPORATION SYSTEM             hereby consents to serve as registered agent for this corporation. (Note 2)

[STAMP]	By:	/s/ Korri A. Behler (Note 2) Signature of new agent
	Dated:	June 2, 1999
		KORRI A. BEHLER (Note 3) Special Assistant Secretary
	By:	/s/ Ira C. Gubernick (Note 4) Signature of its VP, Chairman's Office & Corporate Secretary
		Ira C. Gubernick Print or type name

Notes:	1.	Refer to law on reverse side. (If a post office box is given, the physical location must also be given.)
	2.	If a Foreign Corporation, the seventh statement must be completed and signed by new agent or a letter of consent signed by new agent must be submitted with this form.
	3.	Exact corporate name of corporation making the statement.
	4.	Signature and title of person signing for the corporation. Must be signed by chairman of the board of directors, president or another officer; or see RSA 293-A:1.20(f) for alternative signatures.

Mail fee with ORIGINAL AND ONE EXACT OR CONFORMED COPY to: Secretary of State, State House, Room 204, 107 North Main Street, Concord, NH 03301-4989

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Exhibit 3.5

ARTICLES OF INCORPORATION OF ACCUMED, INC.
STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT, OR BOTH, BY CORPORATION

EX-3.6

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Exhibit 3.6

ADOPTED: 7-29-91

BYLAWS OF

ACCUMED, INC.

ARTICLE I

OFFICES

        The principal office of the corporation in the State of New Hampshire shall be located in the City of Penacook County of Merrimack. The corporation may have such other offices, either within or without the State, as the Board of Directors may designate or as the business of the corporation may require from time to time.

        The registered office of the corporation, required by the New Hampshire Business Corporation Act to be maintained in the State of New Hampshire shall be identical with the residence or business office of its registered agent, who shall be the Secretary of the corporation.

ARTICLE II

SHAREHOLDERS

        Section 1.    Annual Meeting.    The annual meeting of the shareholders shall be held on the first Tuesday in the month of August in each year, beginning with the year 1991 at the hour of                        11:00 a.m., or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of New Hampshire, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

        Section 2.    Special Meetings.    Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders not less than one-tenth of all outstanding shares of the corporation entitled to vote at the meeting.

        Section 3.    Place of Meeting.    The Board of Directors may designate any place, either within or without the State of New Hampshire as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A Waiver of Notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of New Hampshire as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of New Hampshire.

        Section 4.    Notice of Meeting.    Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

        Section 5.    Closing of Transfer Books or Fixing of Record Date.    For the purposes of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, 50 days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 10 days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 50 days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section such determination shall apply to any adjournment thereof.

        Section 6.    The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

        Section 7.    Quorum.    A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be presented or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

        Section 8.    Proxies.    At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

        Section 9.    Voting of Shares.    Subject to the provisions of Section 12 of this Article II, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

        Section 10.    Voting of Shares by Certain Holders.    Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the Court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Neither

treasury shares of its own stock held by the corporation, nor shares held by another corporation if a majority of the shares entitled to vote for the election of Directors of such other corporation are held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

        Section 11.    Informal Action by Shareholders.    Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

        Section 12.    Cumulative Voting.    At each election for Directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are Directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such Directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

        Section 1.    General Powers.    The business and affairs of the corporation shall be managed by its Board of Directors.

        Section 2.    Number, Tenure and Qualifications.    The number of Directors of the corporation shall be no less than 1 and no more than 6. Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of New Hampshire or shareholders of the corporation.

        Section 3.    Regular Meetings.    A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of New Hampshire, for the holding of additional regular meetings without other notice than such resolution.

        Section 4.    Special Meetings.    Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call Special Meetings of the Board of Directors may fix any place, either within or without the State of New Hampshire, as the place for holding any Special Meeting of the Board of Directors called by them.

        Section 5.    Notice.    Notice of any special meeting shall be given at least 2 days previously thereto by written notice delivered personally or mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

        Section 6.    Quorum.    A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

        Section 7.    Manner of Acting.    The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

        Section 8.    Action Without a Meeting.    Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

        Section 9.    Vacancies.    Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

        Section 10.    Compensation.    By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as Director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

        Section 11.    Presumption of Assent.    A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the of the meeting before the adjournment thereof or shall forward any dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

ARTICLE IV

OFFICERS

        Section 1.    Number.    The officers of the corporation shall be a President, a Secretary, who shall be the resident agent, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any 2 or more offices may be held by the same person.

        Section 2.    Election and Term of Office.    The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

        Section 3.    Removal.    Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

        Section 4.    Vacancies.    A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

        Section 5.    President.    The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed except in cases where the signing and execution thereof shall be

expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

        Section 6.    The Vice-Presidents.    In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may sign, with the Secretary or an Assistant Secretary, certificate for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

        Section 7.    The Secretary.    The Secretary shall: (a) be the resident agent of the corporation; (b) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (e) keep a register of the address of each shareholder which shall be furnished to the secretary by such shareholder; (f) sign with the President, or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

        Section 8.    The Treasurer.    The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

        Section 9.    Assistant Secretaries and Assistant Treasurers.    The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice-President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

        Section 10.    Salaries.    The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

        Section 1.    Contracts.    The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

        Section 2.    Loans.    No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

        Section 3.    Checks, Drafts, etc.    All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

        Section 4.    Deposits.    All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

        Section 1.    Certificates for Shares.    Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary and sealed upon the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

        Section 2.    Transfer of Shares.    Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VII

FISCAL YEAR

        The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII

DIVIDENDS

        The Board of Directors may, from time to time, declare and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and as may be provided in its Articles of Incorporation.

ARTICLE IX

CORPORATE SEAL

        The seal of the Corporation shall consist of an impression bearing the name of the Corporation around the perimeter and the word "Seal" and such other information, including the year of

incorporation, in the center thereof as is desired. In lieu thereof, the Corporation may use an impression or writing bearing the words "CORPORATE SEAL", enclosed in parentheses or scroll, which shall also be deemed to be the seal of the Corporation.

ARTICLE X

WAIVER OF NOTICE

        Whenever any notice is required to be given to any shareholder or Director of the corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the New Hampshire Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

        These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders at any annual or special meeting provided that the notice of such meeting shall set forth the text of any proposed alterations, amendments or new bylaws.

ARTICLE XII

EXECUTIVE COMMITTEE

        Section 1.    Appointment.    The Board of Directors by resolution adopted by a majority of the full Board, may designate two or more of its members to constitute an Executive Committee. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

        Section 2.    Authority.    The Executive Committee, when the Board of Directors is not in session shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee and except also that the Executive Committee shall not have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease or other disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending the Bylaws of the corporation.

        Section 3.    Tenure and Qualifications.    Each member of the Executive Committee shall hold office until the next regular annual meeting of the Board of Directors following his designation and until his successor is designated as a member of the Executive Committee and is elected and qualified.

        Section 4.    Meetings.    Regular meetings of the Executive Committee may be held without notice at such times and places as the Executive Committee may fix from time to time by resolution. Special meetings of the Executive Committee may be called by any member thereof upon not less than 1 day's notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the Executive Committee at his business address. Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting.

        Section 5.    Quorum.    A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

        Section 6.    Action Without a Meeting.    Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Executive Committee.

        Section 7.    Vacancies.    Any vacancy in the Executive Committee may be filled by a resolution adopted by a majority of the full Board of Directors.

        Section 8.    Resignations and Removal.    Any member of the Executive Committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the President or Secretary of the corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

        Section 9.    Procedure.    The Executive Committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken.

ARTICLE XIII

PREREQUISITES TO TRANSFER OF STOCK

1.

Shares of stock in this corporation shall not be transferred or sold until the sale or transfer shall have been reported to the Stockholders and unanimously approved by them.

2.

The Company reserves the right to redeem its stock at any time at fair market value upon notice to the Stockholders and upon unanimous approval of the Stockholders.

ARTICLE XIV

INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Each director and officer of the corporation now or hereafter serving as such, shall be indemnified by the corporation against any and all claims and liabilities to which he has or shall become subject by reason of serving or having served as such director or officer, or by reason of any action alleged to have been taken, omitted, or neglected by him as such director or officer; and the corporation shall reimburse each such person for all legal expenses reasonably incurred by him in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim or liability arising out of his own willful misconduct or gross negligence. The amount paid to any officer or director by way of indemnification shall not exceed his actual, reasonable, and necessary expenses incurred in connection with the matter involved, and such additional amount as may be fixed by the board of directors, who shall be stockholders of the corporation and any determination so made shall be prima facie evidence of the reasonableness of the amount fixed or binding on the indemnified officer or director. The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any director or officer of the corporation may otherwise be entitled by law.

        Inspection of Books and Records.    The Board of Directors shall have the power to determine which accounts, books and records of the Corporation shall be maintained and made available to any regulatory authority or government agency having jurisdiction with respect thereto, except such as may by law be specifically required to be maintained or made available, and shall have the power to fix reasonable rules and regulations not in conflict with applicable law regarding the inspection of accounts, books and records which by law or by determination of the Board of Directors shall be maintained and made available for such inspection.

        Fiscal Year.    The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate; but, unless otherwise determined, the

fiscal year shall begin on the first day of January in each year and shall end on the last day of December in the same year.

        Annual Statements.    Not later than four (4) months after the close of each fiscal year, or at such other times as may be required by applicable law, the Corporation shall prepare (a) a balance sheet showing in reasonable detail the financial

SUBCHAPTER S CORPORATIONS
STOCK & STOCKHOLDERS

        The Corporation is authorized to issue only one class of stock and all issued stock shall be held of record by not more than three (3) persons. Stock shall be issued and transferable only to natural person who are not nonresident aliens.

/s/  JOSEPH STEWART Corp. Sect.

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Exhibit 3.6
ADOPTED: 7-29-91

BYLAWS OF ACCUMED, INC.
ARTICLE I OFFICES
ARTICLE II SHAREHOLDERS
ARTICLE III BOARD OF DIRECTORS
ARTICLE IV OFFICERS
ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS
ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER
ARTICLE VII FISCAL YEAR
ARTICLE VIII DIVIDENDS
ARTICLE IX CORPORATE SEAL
ARTICLE X WAIVER OF NOTICE
ARTICLE XI AMENDMENTS
ARTICLE XII EXECUTIVE COMMITTEE
ARTICLE XIII PREREQUISITES TO TRANSFER OF STOCK
ARTICLE XIV INDEMNIFICATION OF DIRECTORS AND OFFICERS
SUBCHAPTER S CORPORATIONS STOCK & STOCKHOLDERS

EX-3.7

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Exhibit 3.7

I.D. NO#    D3859089
ACKN. NO. - 194C3077682
ASCO HEALTHCARE OF NEW ENGLAND, INC.

[STAMP]

ARTICLES OF INCORPORATION
OF
ASCO HEALTHCARE OF NEW ENGLAND, INC.

FIRST: I, Melinda B. Antalek, whose post office address is c/o Ober, Kaler, Grimes and Shriver, 120 East Baltimore Street, Baltimore, Maryland 21202, being at least eighteen (18) years of age, hereby form a corporation under and by virtue of the General Laws of the State of Maryland.

SECOND: The name of the corporation (the "Corporation") is ASCO HEALTHCARE OF NEW ENGLAND, INC.

THIRD: The purposes for which the Corporation is formed are:

        (a)   To engage in the business of operating a pharmacy and supplying related pharmaceutical products and services to patients in health care facilities.

        (b)   To carry on the business described above and any other related or unrelated business and activity in the State of Maryland, in any state, territory, district, or dependency of the United States, or in any foreign country.

        (c)   To do anything permitted in Section 2-103 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time.

FOURTH: The post office address of the principal office of the Corporation in this State is 9401 Eagleton Lane, Gaithersburg, Maryland 20879. The name and post office address of the resident agent of the Corporation in this State are Milton S. Moskowitz, 9401 Eagleton Lane, Geithersburg, Maryland 20879. The resident agent is an individual actually residing in this State.

FIFTH: The total authorized capital stock of the Corporation is Ten Thousand (10,000) shares without par value.

SIXTH: The number of directors of the Corporation shall be five (5), which number may be increased or decreased pursuant to the By-Laws of the Corporation. So long as there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. The names of the initial directors who shall act until the first annual meeting or until their successors are duly chosen and qualified are: Michael R. Walker, Richard R. Howard and Milton S. Moskowitz. The initial directors shall appoint two (2) additional directors at the first organizational meeting of the directors.

SEVENTH: The Corporation shall have the power to indemnify, by express provision in its By-Laws, by Agreement, or by majority vote of either its stockholders or disinterested directors, any one or more of the following classes of individuals: (1) present or former directors of the Corporation, (2) present or former officers of the Corporation, (3) present or former agents and/or employees of the Corporation, (4) present or former administrators, trustees or other fiduciaries under any pension, profit sharing, deferred compensation, or other employee benefit plan maintained by the Corporation, and (5) persons serving or who have served at the request of the Corporation in any of these capacities for any other corporation, partnership, joint venture, trust, or other enterprises. However, the Corporation shall not have the power to indemnify any person to the extent such indemnification would be contrary to Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, or any statute, rule, or regulation of similar import.

EIGHTH: Except for the limitations set forth in Section 2-205 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, the stockholders of the Corporation shall have preemptive rights with regard to any issuance of additional shares of stock of the Corporation.

NINTH: In carrying on its business, or for the purpose of attaining or furthering any of its objects, the Corporation shall have all of the rights, powers, and privileges granted to corporations by the laws of the State of Maryland, as well as the power to do any and all acts and things that a natural person or partnership could do, as now or hereafter authorized by law, either alone or in partnership or conjunction with others. In furtherance and not in limitation of the powers conferred by statute, the powers of the Corporation and of its Directors and Stockholders shall include the following:

        (a)   The Corporation reserves the right to adopt from time to time any amendment to its Charter, as now or hereafter authorized by law, including any amendment that alters the contract rights, as expressly set forth in the Charter, of any outstanding stock.

        (b)   Except as otherwise provided in the Charter or By-Laws of the Corporation, as from time to time amended, the business of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have and may exercise all of the rights, powers, and privileges of the Corporation, except only for those that are by law or by the Charter or By-Laws of the Corporation conferred upon or reserved to the Stockholders. Additionally, the Board of Directors of the Corporation is specifically authorized and empowered from time to time in its discretion:

        (1)   To authorize the issuance of shares of the Corporation's stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock, of any class or classes, whether now or hereafter authorized, for such consideration as the Board of Directors deems advisable, subject to such restrictions or limitations, if any, as may be set forth in the By-Laws of the Corporation;

        (2)   By articles supplementary to these Articles of Incorporation, to classify or reclassify any unissued shares by fixing or altering in any one or more aspects, before issuance of those shares, the preferences, conversion or other rights, voting powers, restrictions, qualifications, dividends, or terms or conditions of redemption of those shares, including but not limited to the reclassification of unissued common shares to preferred shares or unissued preferred shares to common shares;

        (3)   To borrow and raise money, without limit and upon any terms, for any corporate purposes; and, subject to applicable law, to authorize the creation, issuance, assumption, or guaranty of bonds, debentures notes, or other evidences of indebtedness for money so borrowed, to include therein such provisions as to redeemability, convertibility, or otherwise, as the Board of Directors, in its sole discretion, determines, and to secure the payment of principal, interest, or sinking fund in respect thereof by mortgage upon, or the pledge of, or the conveyance or assignment in trust of, all or any part of the properties, assets, and goodwill of the Corporation then owned or thereafter acquired.

TENTH: To the full extent permitted under the Maryland General Corporation Law as in effect on the date hereof, or as hereafter from time to time amended, no director or officer shall be liable to the Corporation or to its stockholders for money damages for any breach of any duty owed by such director or officer to the Corporation or any of its stockholders. Neither the amendment or repeal of this Article, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the protection afforded by this Article to a director or officer or former director or officer of the Corporation with respect to any matter which occurred, or any cause of action, suit or claim which but for this Article would have accrued or arisen, prior to such amendment, repeal or adoption.

2

        IN WITNESS WHEREOF, I do hereby acknowledge these Articles of Incorporation to be my act this 5^th day of April, 1994.

/s/ Melinda B. Antalek Melinda B. Antalek (SEAL)

3

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ARTICLES OF INCORPORATION OF ASCO HEALTHCARE OF NEW ENGLAND, INC.

EX-3.9

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Exhibit 3.9

CERTIFICATE OF LIMITED PARTNERSHIP
OF
ASCO HEALTHCARE OF NEW ENGLAND
LIMITED PARTNERSHIP

        THIS CERTIFICATE OF LIMITED PARTNERSHIP (hereinafter referred to as this "Certificate") is made this 31st day of May, 1994 by ASCO HEALTHCARE OF NEW ENGLAND, INC., a Maryland corporation, as the General Partner.

EXPLANATORY STATEMENT

        ASCO Healthcare of New England, Inc., desiring to organize a limited partnership under and pursuant to the provisions of the Maryland Revised Uniform Limited Partnership Act (hereinafter referred to as the "Act"), hereby forms a limited partnership for the purposes and on the terms and conditions hereinafter set forth (the "Partnership"), and hereby certifies to the Maryland State Department of Assessments and Taxation as follows:

        1.     The name of the Partnership shall be "ASCO Healthcare of New England Limited Partnership."

        2.     The purposes for which the Partnership is formed are as follows: (a) to engage in the business of operating a pharmacy, and supplying related pharmaceutical products and services to patients in health care facilities; (b) to have and exercise all powers now or hereafter conferred by the laws of the State of Maryland on limited partnerships formed pursuant to the Act, and (c) to do any and all things necessary, convenient or incidental to the foregoing.

        3.     The address of the principal office of the Partnership is c/o 9515 Gerwig Lane, Columbia, Maryland 21046. The name and address of the resident agent of the Partnership are Milton S. Moskowitz, 9401 Eagleton Lane, Gaithersburg, Maryland 20879.

        4.     The name and business address of the General Partner are: ASCO Healthcare of New England, Inc., 9515 Gerwig Lane, Columbia, Maryland 21046.

        5.     The relations of the partners and the affairs of the Partnership shall be governed by the Act as well as a partnership agreement which may be amended from time to time as set forth therein.

        6.     The latest date upon which the Partnership shall be dissolved and its affairs wound up is December 31, 2044.

        IN WITNESS WHEREOF, the General Partner acknowledges that this Certificate of Limited Partnership is its act, and further acknowledges, under penalties of perjury, to the best of its knowledge, information and belief, that the matters and facts set forth herein are true in all material respects, and that it has executed this Certificate of Limited Partnership under seal as of the day and year first above written.

WITNESS:	GENERAL PARTNER:
	ASCO HEALTHCARE OF NEW ENGLAND, INC.
DAN MOSKOWITZ	By:	MARY ANN MILLER	(SEAL)
		Mary Ann Miller, President

CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS FOR CHANGE OF REGISTERED AGENT

        I, Ira C. Gubernick, do hereby certify that I am the duly elected, qualified and acting secretary of ASCO Healthcare of New England, L.P., a limited partnership formed and existing under the laws of the State of Maryland, and that at a meeting of the partners of said partnership, held on the 10^th day of May, 1999, the following resolution was adopted, which said resolution remain in full force and effect.

        "The name and address of the registered agent shall change from:

Milton S. Moskowitz
9401 Eagleton Lane
Gaithersburg, MD 20879

To:

The Corporation Trust Incorporated
300 E. Lombard Street
Baltimore, MD 21202"

IRA C. GUBERNICK Ira C. Gubernick,
Secretary—ASCO Healthcare, Inc.

(CORPORATE SEAL)

        I HEREBY CONSENT TO ACT AS RESIDENT AGENT IN MARYLAND FOR THE ENTITY NAMED IN THE ATTACHED INSTRUMENT

The Corporation Trust Incorporated
By:	KORRI A. BEHLER Signature
Korri A. Behler, Special Assistant Secretary Print Name

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Exhibit 3.9

CERTIFICATE OF LIMITED PARTNERSHIP OF ASCO HEALTHCARE OF NEW ENGLAND LIMITED PARTNERSHIP
CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS FOR CHANGE OF REGISTERED AGENT

EX-3.10

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Exhibit 3.10

ACCREDITED SURGICAL SALES COMPANY OF MARYLAND, INC.

ARTICLES OF INCORPORATION

        FIRST, WE, THE UNDERSIGNED, Milton S. Moskowitz, whose post office address is 8604 Ewing Drive, Bethesda, Maryland; Murray Polonsky, whose post office address is 415 E. Wayne Avenue, Silver Spring, Maryland, and Harry W. Goldberg, whose post office address is 5712 Tanglewood Drive, Bethesda, Maryland, each being at least twenty-one (21) years of age, do hereby associate as incorporators with the intention of forming a corporation under and by virtue of the General Laws of the State of Maryland.

        SECOND:    The name of the corporation, (which is hereinafter called the Corporation) is Accredited Surgical Sales Company of Maryland, Inc.

        THIRD:    The purposes for which the Corporation is formed are as follows:

        To engage in the sale of surgical supplies, drugs, pharmaceuticals and hospital equipment of every type and description, including supplies and equipment used by doctors, nurses, therapists, and other engaged in the treatment of human ills, including the sale of oxygen, legend drugs, medications, goods, wares, and merchandise of every kind incident to the treatment of human ills. To engage in the sale of all of the foregoing as retailer, wholesale, manufacturer, distributor, importer, exporter, broker, or in any other capacity. To enter into any and all contracts necessary to implement the foregoing purposes. To own, lease, construct, remodel, sublease, and in any other manner deal in and with real estate for the purposes aforementioned. To do any and all other things necessary and proper and lawfully permissible under the authority of this certificate, both interstate and intrastate.

        To acquire by purchase or in any other manner, and to take, receive, own, hold, use, employ, improve, mortgage, sell or otherwise dispose of, and otherwise deal with any property, real or personal, or any interest therein, wherever situated.

        To borrow or raise moneys for any of the purposes of the Corporation, and to issue bonds, debentures or other obligations of the Corporation, and at the option of the Corporation, to secure the same by mortgage, pledge, deed of trust, or otherwise.

        To invest its surplus funds and to lend money in any manner which may be appropriate to enable it to carry on the operations or to fulfill the purposes named, and to take and hold real and personal property as security for the payment of funds so invested or loaned.

        To acquire and undertake the good will, property, rights, franchises, contracts and assets of every manner and kind and the liabilities of any person, firm, association, or corporation, either wholly or in part and to pay for the same in cash, stock or bonds of the Corporation or otherwise.

        To enter into, make and perform contracts of every kind with any person, firm, association or corporation, municipality, body, politic, county, state or government, or the District of Columbia, and without limit as to amount to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or transferable instruments and evidences of indebtedness, whether secured by mortgage or otherwise, as well as to secure the same by mortgage or otherwise, so far as may be permitted by the laws of the State of Maryland.

        To conduct business in the State of Maryland and elsewhere, including any of the states of the United States, its territories or possessions, or the District of Columbia, and any foreign countries, have one or more offices therein and therein to hold, purchase, let, mortgage, and convey real and personal property, except as and when forbidden by local laws.

        With a view to the working and development of the properties of the Corporation, and to effectuate, directly or indirectly, its objects and purposes, or any of them, the Corporation may, in

the discretion of the directors from time to time, carry on any other business, manufacturing or otherwise, to any extent and in any manner not unlawful, as principal, factor, agent, contractor or otherwise, either alone or as a partner with or through or in conjunction with any person, firm, association or corporation, and in carrying on its business and for the purpose of attaining or furthering any of its objects and purposes, to make and perform contracts and to do any acts and things and to exercise any and all powers specified, or which at any time may appear conducive for the accomplishment of any such objects and purposes.

        FOURTH:    The post office address of the principal office of the Corporation in this state is 8604 Ewing Drive, Bethesda, Maryland. The name and post office address of the resident agent of the Corporation in this state is Milton S. Moskowitz, 8604 Ewing Drive, Bethesda, Maryland. Said resident agent is a citizen of the state and actually resides therein.

        FIFTH:    The total number of shares of stock of all classes which the Corporation has authority to issue is One Hundred (100) shares of no par value stock.

        SIXTH:    The number of directors of the Corporation shall be three (3), which number may be increased or decreased pursuant to the by-laws of the Corporation, but shall never be less than three (3), and the names of the directors who shall act until the first annual meeting or until their successors are duly chosen and qualified are Milton S. Moskowitz, Murray Polonsky, and Harry W. Goldberg.

        SEVENTH:    The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation and of the directors and stockholders:

        (1)   The Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized.

        EIGHTH:    The duration of the Corporation shall be perpetual.

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        IN WITNESS WHEREOF, we have signed these Articles of Incorporation on the 7th day of June, 1965.

Witnesses:
	/s/  MILTON S. MOSKOWITZ MILTON S. MOSKOWITZ
/s/  MAX M. GOLDBERG MAX. M. GOLDBERG
	/s/  MURRAY POLONSKY MURRAY POLONSKY
/s/  MAX M. GOLDBERG MAX M. GOLDBERG
	/s/  HARRY W. GOLDBERG HARRY W. GOLDBERG
/s/  MAX M. GOLDBERG MAX M. GOLDBERG

DISTRICT OF COLUMBIA, SS:

        I hereby certify that on the 7th day of June, 1965, before me, the subscriber, a Notary Public in and for the District of Columbia aforesaid, personally appeared Milton S. Moskowitz, Murray Polonsky, and Harry W. Goldberg, and severally acknowledged the foregoing Articles of Incorporation to be their act.

        Witness my hand and notarial seal, the day and year last written above.

/s/  MAX M. GOLDBERG Notary Public, D.C.
Commission expires 10/31/69
Max M. Goldberg

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ARTICLES OF MERGER
Merging
DRUG LANE PHARMACY SERVICES, INC.
(a Maryland corporation) and
GENESIS PHARMACY, INC.
(a Pennsylvania corporation)
Into
ACCREDITED SURGICAL SALES COMPANY OF MARYLAND, INC.
(a Maryland corporation)

        THESE ARTICLES OF MERGER are made and dated as of this 10th day of October, 1989. Pursuant to Section 3-101 et seq. of the Maryland General Corporation Law, Drug Lane Pharmacy Services, Inc., a Maryland corporation ("Drug Lane"), Genesis Pharmacy, Inc., a Pennsylvania corporation ("Genesis Pharmacy") and Accredited Surgical Sales Company of Maryland, Inc., a Maryland corporation ("ASCO") hereby certify to the Maryland State Department of Assessments and Taxation as follows:

        FIRST:    Each party to these Articles agrees that Drug Lane and Genesis Pharmacy shall be merged into ASCO. ASCO shall survive the Merger and, in accordance with Article SEVENTH below shall change its name to ASCO Healthcare, Inc. The terms and conditions of the Merger and the mode of carrying the same into effect are as herein set forth in these Articles of Merger.

        SECOND:    The name and place of incorporation of each party to the Articles are as hereinabove set forth.

        THIRD:    As to the only foreign corporation, Genesis Pharmacy, Inc., which is a party to these Articles: Genesis Pharmacy, Inc. was incorporated under the Pennsylvania Business Corporation Law, Act of May 5, 1933 (P.L. 364), on September 21, 1987 and became qualified to do business in Maryland on September 28, 1987.

        FOURTH:    Drug Lane has its principal office at 11561 Edmonston Road, Beltsville, Maryland 20705, located in the County of Prince George's, State of Maryland, and ASCO has its principal office in 9515 Gerwig Lane, Suite 131, Columbia, Maryland 21046, located in the County of Howard, State of Maryland. Genesis Pharmacy does not maintain a principal office in the State of Maryland. Genesis Pharmacy's resident agent in the State of Maryland is The Corporation Trust Incorporated and the address of the registered agent is 32 South Street, Baltimore, Maryland 21202.

        FIFTH:    None of the parties to these Articles of Merger owns property in the State of Maryland, the title to which could be affected by the recording of the instrument among the Land Records.

        SIXTH:    The terms and conditions of the transaction as set forth in these Articles of Merger were advised, authorized and approved by the Boards of Directors and shareholders of Drug Lane, Genesis Pharmacy and ASCO, in the manner and by the vote required by their charters and the laws of Maryland and Pennsylvania, as the case may be. The manner in which the merger was approved was by Unanimous Consent in Writing of the Boards of Directors and Stockholders of Drug Lane, Genesis Pharmacy and ASCO, respectively, on October 10, 1989.

        SEVENTH:    The charter of the surviving corporation, ASCO, is amended by deleting Article Second in its entirety and inserting in lieu thereof the following Article:

        "SECOND:    The name of the corporation, (which is hereinafter called the Corporation) is ASCO Healthcare, Inc."

        EIGHTH:    The total number of shares of stock of all classes which ASCO has authority to issue is 100 shares of common stock, no par value. The total number of shares of stock of all classes which Drug Lane has authority to issue is 5,000 shares of stock, no par value. The total number of shares of

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stock of all classes which Genesis Pharmacy has authority to issue is 1,000 shares of common stock, par value $1.00 per share, for an aggregate par value of $1,000.

        NINTH:    The manner and basis of converting or dealing with issued stock of Drug Lane, Genesis Pharmacy and ASCO is as follows: on the effective date of the merger, each share of common stock of Drug Lane and Genesis Pharmacy then outstanding or held in treasury immediately prior thereto shall be cancelled. Each share of ASCO's common stock then issued or outstanding on the effective date of the merger shall, by virtue of the merger, be automatically converted into and become the same number of shares of common stock of ASCO, as the surviving corporation. From and after the effective date of the merger, each certificate which represented shares of ASCO shall evidence ownership of shares in ASCO, as the surviving corporation, on the basis hereinbefore set forth, and all such shares shall be fully paid and non-assessable.

        IN WITNESS WHEREOF, Drug Lane, Genesis Pharmacy and ASCO, the corporation parties to the merger, have caused these Articles of Merger to be signed in their respective corporate names and on their behalf by their respective Presidents or Vice Presidents and witnessed or attested by their respective Secretaries or Assistant Secretaries, as of the 10th day of October, 1989.

DRUG LANE PHARMACY SERVICES, INC.
By:	MARVIN FREEDENBERG President
Attest:	/s/
GENESIS PHARMACY, INC.
By:	MARVIN FREEDENBERG President
Attest:	/s/
ACCREDITED SURGICAL SALES COMPANY OF MARYLAND, INC.
By:	MARVIN FREEDENBERG President
Attest:	/s/

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        The undersigned, President of Drug Lane Pharmacy Services, Inc., who executed on behalf of said corporation the foregoing Articles of Merger, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles of Merger to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

MARVIN FREEDENBERG Marvin Freedenberg, President of Drug Lane Pharmacy Services, Inc.

        The undersigned, President of Genesis Pharmacy, Inc., who executed on behalf of said corporation the foregoing Articles of Merger, of which this Certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles of Merger to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

MARVIN FREEDENBERG Marvin Freedenberg, President of Genesis Pharmacy, Inc.

        The undersigned, President of Accredited Surgical Sales Company of Maryland, Inc., who executed on behalf of said corporation the foregoing Articles of Merger, of which this Certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles of Merger to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

MARVIN FREEDENBERG Marvin Freedenberg, President of Accredited Surgical Sales Company of Maryland, Inc.

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RESOLUTION TO CHANGE PRINCIPAL OFFICE OR RESIDENT AGENT

        The directors/stockholders/general partner/authorized person of ASCO HEALTHCARE, INC. organized under the laws
                                                                                                                 (Name of Entity)
of Maryland, passes the following resolution.
    (State)

[CHECK APPLICABLE BOX(ES)]

o	The principal office is changed from: (old address)
to:	(new address)
ý	The name and address of the resident agent is changed from:
	Milton S. Moskowitz
	8604 Ewing Drive, Bethesda, MD
to:
	THE CORPORATION TRUST INCORPORATED
	300 East Lombard Street, Baltimore, Maryland 21202

        I certify under penalties of perjury the foregoing is true.

Secretary or Assistant Secretary
General Partner
Authorized Person

        I hereby consent to my designation in this document as resident agent for this entity.

THE CORPORATION TRUST INCORPORATED
SIGNED	MARY ALICE ROGERS Resident Agent MARY ALICE ROGERS

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Exhibit 3.10

ACCREDITED SURGICAL SALES COMPANY OF MARYLAND, INC. ARTICLES OF INCORPORATION
ARTICLES OF MERGER Merging DRUG LANE PHARMACY SERVICES, INC. (a Maryland corporation) and GENESIS PHARMACY, INC. (a Pennsylvania corporation) Into ACCREDITED SURGICAL SALES COMPANY OF MARYLAND, INC. (a Maryland corporation)
RESOLUTION TO CHANGE PRINCIPAL OFFICE OR RESIDENT AGENT

EX-3.12

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Exhibit 3.12

        [STAMP]

ARTICLES OF ORGANIZATION OF AUTOMATED HOMECARE SYSTEMS, LLC

        The undersigned, acting at the direction of and on behalf of two or more persons desiring to be members of and having agreed to form AUTOMATED HOMECARE SYSTEMS, LLC as a limited liability company pursuant to the Maryland Limited Liability Company Act, do hereby acknowledge and certify:

1.

The name of the Limited Liability Company (the "Company") is: Automated HomeCare Systems, LLC.

2.

The latest date upon which the Company is to dissolve is: December 31, 2059.

3.

The purposes for which the Company is formed are to develop, market, sell, distribute and license computer software for use in infusion therapy, and to do and perform all acts necessary, incidental or convenient to carry out this business purpose as described in the Operating Agreement of the Company.

4.

The address of the principal office of the Company is: Seven East Lee Street, Baltimore, Maryland 21202. The name and address of the resident agent of the Company is: NeighborWare Health Systems, Inc., Seven East Lee Street, Baltimore, Maryland 21202. The resident agent is a corporation duly organized and validly existing in the State of Maryland.

5.

The rights and authority of the members of the Company are governed by a separate written Operating Agreement among the members and no member by virtue of being a member shall have authority to bind the Company. The Operating Agreement in its entirety and its amendments shall be in writing.

6.

NeighborWare Health Systems, Inc. shall be the "Authorized Person" of the Company, subject wholly to direction of the members pursuant to the Operating Agreement, and when so authorized may execute or file documents or effect action in the name of and on behalf of the Company.

        IN WITNESS WHEREOF, the undersigned organizer of the Company has executed these Articles of Organization on the 1^st day of June, 1995.

/s/  JOSEPH P. KEMPLER Joseph P. Kempler

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Exhibit 3.12

ARTICLES OF ORGANIZATION OF AUTOMATED HOMECARE SYSTEMS, LLC

EX-3.13

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Exhibit 3.13

CERTIFICATE OF LIMITED PARTNERSHIP

OF

INSTITUTIONAL HEALTH CARE SERVICES, L.P.

        This certificate of Limited Partnership is being executed on March 17, 1993, for the purpose of forming a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act.

        NOW, THEREFORE, the undersigned hereby certifies as follows:

        1.    Name.    The name of the limited partnership is Institutional Health Care Services, L.P. (the "Partnership").

        2.    Registered Office and Registered Agent.    The registered office of the Partnership in the State of Delaware is located at 32 Loockerman Square, Suite L-100, Dover, Delaware 19901. The name of the registered agent of the Partnership for service of process at such address is The Prentice-Hall Corporation System, Inc.

        3.    Name and Business Address of General Partner.    The name of the sole general partner is Institutional Health Care Services, Inc., a New Jersey corporations having a mailing address of c/o The MultiCare Companies, Inc., 411 Hackensack Avenue, Hackensack, New Jersey 07601.

        IN WITNESS WHEREOF, the undersigned has caused this Certificate to be duly executed on the day and year first above written.

GENERAL PARTNER:
INSTITUTIONAL HEALTH CARE SERVICES, INC.
By:	DANIEL E. STRAUS Daniel E. Straus, President

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF LIMITED PARTNERSHIP

OF

INSTITUTIONAL HEALTH CARE SERVICES, L.P.

        The undersigned, wishing to amend to the Certificate of Limited Partnership of Institutional Health Care Services, L.P., certifies as follows:

        1)    The Certificate of Limited Partnership of Institutional Health Care Services, L.P. was filed with the Secretary of State of Delaware on March 24, 1993.

        2)    To reflect the change of name of the Limited Partnership, paragraph 1 of the Certificate of Limited Partnership is amended to read in its entirety as follows:

        "1.   The name of the Limited Partnership is Care4, L.P."

        IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 26th day of August, 1994.

INSTITUTIONAL HEALTH CARE SERVICES, INC., as General Partner,
By:	BRADFORD C. BURKETT Bradford C. Burkett Secretary

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF CARE4, L.P.

        The undersigned, desiring to amend the Certificate of Limited Partnership of Care4, LP. pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership act of the State of Delaware, does hereby certify as follows:

        FIRST:    The name of the Limited Partnership is Care4, L.P.

        SECOND:    Article Two of the Certificate of Limited Partnership shall be amended as follows:

        "The Partnerships registered office in the State of Delaware is located at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. The registered agent of the Partnership for service at such address is The Corporation Trust Company."

        IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this Fifteenth day of May, 1998.

Care4, L.P.
By:	JAMES V. MCKEON *** Name of General Partner ****
	James V. McKeon, V.P. of Institutional Healthcare Services, Inc., The General Partner of Care4, L.P.

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Exhibit 3.13

CERTIFICATE OF LIMITED PARTNERSHIP OF INSTITUTIONAL HEALTH CARE SERVICES, L.P.
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF LIMITED PARTNERSHIP OF INSTITUTIONAL HEALTH CARE SERVICES, L.P.
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF CARE4, L.P.

EX-3.14

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Exhibit 3.14

[STAMP]

CARECARD, INC.
ARTICLES OF INCORPORATION

THIS IS TO CERTIFY THAT:

FIRST:    The undersigned, Joseph P. Kempler, whose address is c/o Hodes, Ulman, Pessin & Katz, P.A., 10500 Little Patuxent Parkway, Suite 420, Columbia, Maryland 21044, being at least eighteen (18) years of age, does hereby form a corporation under the general laws of the State of Maryland.

SECOND:    The name of the corporation (which is hereinafter called the "Corporation") is:

CareCard, Inc.

THIRD:    The Corporation is formed for the purpose of carrying on any lawful business.

FOURTH:    The address of the principal office of the Corporation in this State is 7 East Lee Street, Baltimore, Maryland 21202.

FIFTH:    The resident agent of the Corporation is Michael G. Bronfein, whose address is 7 East Lee Street, Baltimore, Maryland 21202. The resident agent is a citizen of and resides in the State of Maryland.

SIXTH:    The total number of shares of stock which the Corporation has authority to issue is 5,000 shares, no par value per share, all of one class.

SEVENTH:    The Corporation shall have a board of four directors unless the number is increased or decreased in accordance with the bylaws of the Corporation. However, the number of directors shall never be less than the minimum number required by the Maryland General Corporation Law. The initial directors are: Michael G. Bronfein, Stanton G. Ades, Renee B. Ades and Jessica A. Bronfein.

EIGHTH:    (a)    The Corporation reserves the right to make any amendment of the charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in the charter, of any shares of outstanding stock.

        (b)   The board of directors of the Corporation may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the board of directors may deem advisable, subject to such restrictions or limitations, if any, as may be set forth in the bylaws of the Corporation.

        (c)   The board of directors of the Corporation may, by articles supplementary, classify or reclassify any unissued stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the stock.

NINTH:    No holder of shares of stock of any class shall have any preemptive right to subscribe to or purchase any additional shares of any class, or any bonds or convertible securities of any nature; provided, however, that the board of directors may, in authorizing the issuance of shares of stock of any class, confer any preemptive right that the board of directors may deem advisable in connection with such issuance.

TENTH:    To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the charter or bylaws inconsistent with this Article, shall apply to or affect in any respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

        IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the same to be my act on this 1st day of March, 1995.

/s/ JOSEPH P. KEMPLER Joseph P. Kempler

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Exhibit 3.14

CARECARD, INC. ARTICLES OF INCORPORATION

EX-3.16

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Exhibit 3.16

        [SEAL]
FILED
JAN 07 1994
IN THE OFFICE OF
SECRETARY OF STATE
WEST VIRGINIA

ARTICLES OF INCORPORATION
OF
COMPASS HEALTH SERVICES, INC.

        The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia, adopts the following Articles of Incorporation of such corporation, filed in duplicate:

           I.  The name of the corporation will be Compass Health Services, Inc.

          II.  The period of duration of the corporation will be perpetual.

        III.  The purpose for which the corporation is organized is to engage in the retail and wholesale distribution of pharmaceutical products, as well as any and all other lawful business in which a corporation may engage.

         IV.  The address of the principal office of the corporation will be 1369 Stewartstown Road, Morgantown, Monongalia County, West Virginia, 26505. The name and address of the person to whom notice or process should be sent is Mark R. Nesselroad, 1369 Stewartstown Road, Morgantown, Monongalia County, West Virginia, 26505.

           V.  The number of Directors constituting the initial Board of Directors of the corporation is two (2), and the names and addresses of the persons who are to serve as such Directors are:

Name	Address
Mark R. Nesselroad	1369 Stewartstown Road Morgantown, WV 26505
Glenn T. Adrian	1369 Stewartstown Road Morgantown, WV 26505

        VI.  The name and address of the incorporator is James A. Russell, Steptoe & Johnson, 1000 Hampton Center, P. O. Box 1616, Morgantown, West Virginia, 26507-1616.

       VII.  The aggregate number of shares of capital stock which the corporation will have authority to issue will be One Hundred (100) shares, without par value.

        The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does make and file these ARTICLES OF INCORPORATION, and has accordingly hereunto set his hand this 29^th day of December, 1993.

/s/  JAMES A. RUSSELL James A. Russell

STATE OF WEST VIRGINIA,
COUNTY OF MONONGALIA, to-wit:

        I, Charlotte J. Shope, a Notary Public within and for the County and State aforesaid, hereby certify that James A. Russell, whose name is signed to the foregoing Articles, bearing date the 29^th day of December, 1993, this day personally appeared before me in my said County and acknowledged his signature to same.

        Given under my hand and official seal this the 29^th day of December, 1993.

        My commission expires: March 11, 2002.

OFFICE SEAL
NOTARY PUBLIC
STATE OF WEST VIRGINIA
CHARLOTTE J. SHOPE
1000 HAMPTON CENTER SUITE H
MORGANTOWN, WV 26507-1610
My Commisson Expires March 11, 2002 /s/  CHARLOTTE J. SHOPE Notary Public

[NOTARIAL SEAL]

Articles of Incorporation prepared by:

James A. Russell
Steptoe & Johnson
P.O. Box 1616
Morgantown, WV 26507-1616.

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Exhibit 3.16

ARTICLES OF INCORPORATION OF COMPASS HEALTH SERVICES, INC.

EX-3.17

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Exhibit 3.17

BY LAWS OF COMPASS HEALTH SERVICES, INC.

ARTICLE I

OFFICES

Section 1.01.    Registered Office.    The initial registered office of the corporation shall be at 1369 Stewartstown Road, Morgantown, WV 26505. The board of directors may change the corporation's registered office or registered agent, or both, in the manner set forth in the West Virginia Corporation Act (herein called the "Act").

Section 1.02.    Other Offices.    The corporation may also have offices at such other places, both within and without the State of West Virginia, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.01.    Place of Meeting.    Meetings of the shareholders shall be held in such place and at such address as shall be specified in the notice of such meeting.

Section 2.02.    Annual Meetings—Election of Directors.    Annual meetings of shareholders, commencing with the year 1996 shall be held in May at such other hour as may be named in the notice of the meeting, at which they shall elect a board of directors, and transact such other business as may properly be brought before the meeting.

Section 2.03.    Special Meetings.    Special meetings of the shareholders, for any purpose or purposes, unless otherwise proscribed by the Act or by the articles of incorporation, may be called by the chairman of the board, the president or secretary, and shall be called by the chairman of the board, the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of the holders owning at least one-tenth in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

Section 2.04.    Notices.    Written or printed notice of the annual or any special meeting stating the place, day, and hour of meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote not less than ten or more than fifty days before the date of the meeting, either personally or by mail by or at the direction of the chairman of the board, the president, the secretary or the officer or person calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at the address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 2.05.    Voting List.    The officer who has charge of the stock transfer books of the corporation shall make, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at said meeting or any adjournment thereof, arranged in alphabetical order, with address of and the number of shares held by each. Such list shall be kept on file at the registered office of the corporation for a period of ten days prior to such meeting and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of meeting. The original stock transfer books shall be prima facie evidence as to who are shareholders entitled to examine such list or transfer books and to vote at any meeting of shareholders.

Section 2.06.    Quorum.

        (a)   The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represent by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by the Act or by the articles of incorporation. If, however, such quorum shall not be present or represented at the meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

        (b)   When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting power present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Act or the articles of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.07.    Voting Rights.

        At any meeting of shareholders—

        (a)   Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation as permitted by the Act.

        (b)   Treasury shares, shares of stock owned by another corporation of which the majority of the voting stock is owned or controlled by this corporation, and shares of stock held by this corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.

        (c)   A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. No proxy shall be voted after eleven months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

        (d)   At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote.

        (e)   Shares standing in the name of another corporation, domestic or foreign, may be voted on by such officer, agent, or proxy as the bylaws of such corporation may authorize or, in the absence of such authorization, as the board of directors of such corporation may determine.

        (f)    Shares held by an administrator, guardian or conservator may be voted by him so long as such shares forming part of an estate are in the possession and forming a part of the estate being served by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name as trustee.

        (g)   Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof

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into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

        (h)   A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

        (i)    Directors shall be elected by cumulative voting.

Section 2.08.    Method of Voting.    Voting on any question or in any election may be by voice vote or show of hands unless the presiding officer shall order, or the holders of at least ten percent of the shares entitled to vote shall demand, that voting be by written ballot.

Section 2.09.    Order of Business at Meeting.    The order of business at annual meetings and, so far as practicable, at other meetings of shareholders, shall be as follows, unless changed by the Board of Directors:

(1) Call to order; (2) Proof of due notice of meeting; (3) Determination of quorum and examination of proxies; (4) Announcement of availability of voting list; (5) Announcement of distribution of annual statement; (6) Reading and approval of minutes of last meeting of shareholders; (7) Reports of officers and committees; (8) Unfinished business; (9) New Business; (10) Nomination and election of directors; (11) Other business; (12) Adjournment.

Section 2.10.    Unanimous Consent.    Any action required to be or which may be taken at a meeting of the shareholders, may [be?] taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by all of the shareholders entitled to vote on the subject matter and such consent shall have the same effect as a unanimous vote.

ARTICLE III

DIRECTORS

Section 3.01.    Number.    The business and affairs of the corporation shall be managed by a board of not less than one or more directors, who need not be residents of the State of West Virginia or shareholders of the corporation. The number of directors may be decreased or increased to any number more than one by resolution of the board of directors, but no decrease shall have the effect of shortening the term of any incumbent director.

Section 3.02.    Election.    At the first annual meeting of shareholders, and at each annual meeting thereafter, the shareholders, shall elect directors to hold office until the succeeding annual meeting. Each director elected shall hold office until his successor shall be elected and qualified or until he has been removed as provided in Section 3.04. Directors shall be elected by plurality vote.

Section 3.03.    Vacancies.

        (a)   Vacancies on the board of directors resulting from any cause other than an increase in the number of directors may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

        (b)   Any directorship to be filled by reason of an increase in the authorized number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

Section 3.04.    Removal.    Any director may be removed from his position as a director, either with or without cause, at any special meeting of shareholders, if notice of intention to act upon the question of removing such director shall have been stated as one of the purposes for the calling of such meeting.

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Section 3.05.    Compensation of Directors.    The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.06.    Meetings of the Board of Directors.

        (a)    Place.    The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of West Virginia.

        (b)    Annual Meeting.    The board of directors shall meet each year immediately after the annual meeting of shareholders, at the place where such meeting of shareholders was held, unless a different time and place be fixed by the vote of the shareholders at the annual meeting, for the purpose of organization, election of officers, and consideration of any other business that may properly be brought before the meeting. No notice of such meeting shall be necessary to either old or new members of the board of directors. In the event such meeting is not held immediately following the annual meeting, or at the time and place as fixed by the shareholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

        (c)    Regular Meetings.    Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board by resolution.

        (d)    Special Meetings.    Special meetings of the board of directors may be called by the chairman of the board or by the president, and shall be called by the president or secretary upon the written request of two directors. Written notice of special meetings of the board of directors shall be given to each director at least three days before the date of the meetings.

        (e)    Quorum.    A majority of the number of directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by the Act or by the articles of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

        (f)    Minutes.    The board of directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the corporation.

Section 3.07.    Unanimous Consent.    Any action required to be or which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof and then delivered to the secretary of the corporation for inclusion in the minute book of the corporation. Such consent shall have the same effect as an unanimous vote.

ARTICLE IV

OFFICERS

Section 4.01.    Enumeration.    The officers of the corporation shall be appointed by the board of directors, and there shall be a president, one or more vice presidents (with or without such descriptive titles as the board of directors may deem appropriate), a secretary and a treasurer. The board may also appoint any one or more persons to one of the following offices: Chairman of the Board, Chief

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Executive Officer, assistant secretaries and assistant treasurers. Any two or more offices may be held by the same person. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.02.    General Duties.    All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in the bylaws, or as may be determined by resolutions of the board of directors not inconsistent with the bylaws.

Section 4.03.    Election and Term of Office.    The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders, or as soon thereafter as conveniently as vacancies may be filled or new offices filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner provided in Section 4.04.

Section 4.04.    Removal.    Any officer or agent elected or appointed by the board of directors or the executive committee may be removed by the board of directors whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.05.    Resignations.    Any officer may resign at any time by giving notice to the board of directors, or to the chairman of the board, president or secretary. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06.    Vacancies.    Any vacancy in any office because of death, resignation, removal, or other cause, shall be filled for the unexpired portion of the term in the manner prescribed in the bylaws for the election or appointment to such office.

Section 4.07.    Salaries.    The salaries of the officers shall be fixed, from time to time, by the board of directors. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

Section 4.08a.    Chairman of the Board.    If there be a Chairman of the Board of Directors, he shall be chosen from among the directors and shall be the ranking executive officer of the corporation. He shall have the power to call special meetings of the shareholders and of the directors for any purpose or purposes, and he shall preside at all meetings of the shareholders and of the board of directors, unless he shall be absent or unless he shall, at his option, designate the president to preside in his stead at some particular meeting. The chairman of the board shall have all of the powers granted by the bylaws to the president including the power to make and sign contracts and agreements in the name and on behalf of the corporation. He shall, in general, have supervisory power over the president, the other officers and the business activities of the corporation, subject to the approval or review of the board of directors.

Section 4.08b.    Chief Executive Officers.    If there be one or more Chief Executive Officers, they need not be chosen from among the directors and, subject to the Chairman of the Board, shall be the ranking executive officer of the corporation. He shall have the power to call special meetings of the shareholders and of the directors for any purpose or purposes. The Chief Executive Officer shall have all of the powers granted by the bylaws to the president including the power to make and sign contracts and agreements in the name and on behalf of the corporation and shall be an ex officio member of all standing committees. He shall, in general, have supervisory power over the president, the other officers and the business activities of the corporation, subject to the approval or review of the board of directors and the Chairman of the Board.

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Section 4.09.    President.    If there be a Chairman of the Board of Directors and/or Chief Executive Officer(s), the powers and duties of a president shall be subject to the powers and duties of the Chairman of the Board of Directors and/or Chief Executive Officer(s). If there be no such officers, the president shall have all the powers and duties provided for in Section 4.08a herein. The president, who need not be chosen from among the directors, shall be an ex officio member of all standing committees, shall, subject to the powers conferred under Section 4.08a and Section 4.08b of this article, have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed, and in general shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of the president and such other duties as may be prescribed by the board of directors from time to time.

Section 4.10.    Vice Presidents.    The vice presidents in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president. If one of the vice presidents be designated as executive vice president, he shall be the senior vice president. They shall generally assist the president and exercise such other powers and perform such other duties as are delegated to them by the president and as the board of directors may prescribe.

Section 4.11.    Secretary.    The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and shall keep or cause to be kept in books provided for that purpose the minutes of all meetings of the board of directors and all meetings of shareholders and shall perform like duties for the standing committees when required. He shall see that all notices are duly given in accordance with the provisions of these bylaws and as required by law. He shall be custodian of the records (other than financial records) and the seal of the corporation and, when authorized by the board of directors, shall affix the same to any instrument requiring it, and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary, any of which signatures may be facsimile. In general, he shall perform all duties incident to the office of secretary and such other duties as may, from time to time be assigned to him by the board of directors, the chairman of the board, or the president.

Section 4.12.    Assistant Secretaries.    The assistant secretaries in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the board of directors, the chairman of the board, or the president may from time to time prescribe.

Section 4.13.    Treasurer.    The treasurer shall be the financial officer of the corporation, shall have charge and custody of, and be responsible for, all funds and securities of the corporation; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; and shall deposit all such funds and other valuable effects in the name and to the credit of the corporation in such banks or other depositories as shall be designated by the board of directors. In general, he shall perform all the duties incident to the office of treasurer and such other duties as, from time to time, may be designated to him by the board of directors, the chairman of the board or the president. He shall render to the president and the board of directors, whenever the same shall be required, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 4.14.    Assistant Treasurers.    The assistant treasurers in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and

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have such other powers as the board of directors, the chairman of the board or the president may from time to time prescribe.

Section 4.15.    Bonding.    If required by the board of directors, all or any one or more of the officers (and particularly the treasurer and assistant treasurers), shall give the corporation a bond in such amount, with such surety or sureties, and subject to such renewal requirements, as may be ordered by the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE V

INDEMNIFICATION OF DIRECTORS,
OFFICERS AND EMPLOYEES

        The corporation shall have all the powers to indemnify as granted by the Act, including, but not limited to the power to indemnify any director, officer, or employee or former director, officer or employee of the corporation, or any person who may have served at its request as a director, officer or employee of another corporation of which this corporation owns shares of capital stock, or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such director, officer or employee, except in relation to matters as to which he shall have been adjudged in such action, suit or proceeding to be liable for any act of wilful misfeasance, bad faith, gross negligence or reckless disregard of duty involved in the conduct of his office or performance of his duties. The corporation shall also reimburse to any director, officer or employee the reasonable costs of settlement of any such action, suit or proceeding, or threatened action, suit or proceeding, if it shall be found by a majority of a committee composed of the directors not involved in the matter in controversy (whether or not a quorum) that such director, officer or employee was not guilty of wilful misfeasance, bad faith, gross negligence or reckless disregard of duty. Such rights of indemnification and reimbursement shall not be deemed exclusive to any other rights to which such director, officer or employee may be entitled under the articles of incorporation, the Act, or otherwise.

ARTICLE VI

CERTIFICATES AND SHAREHOLDERS

Section 6.01.    Certificates Representing Shares.    The capital stock of the corporation shall be represented by certificates signed by, or in the name of the corporation by the president or vice president and the secretary or an assistant secretary of the corporation and shall be sealed with the seal of the corporation or a facsimile thereof. If the corporation shall be authorized to issue more than one class of stock, the designations, preferences, limitations and relative rights of each class and the variations in the class of stock shall be set forth upon the face or back thereof in full or summary form or be incorporated by reference on the face or back of the certificate in accordance with the provisions of the Act.

Section 6.02.    Facsimile Signatures and Form.    If the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation, the signature of the president, vice president, secretary or assistant secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been placed upon such certificate or certificates shall have ceased to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates is issued by the corporation, such certificate or certificates may be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been

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placed thereon were such officer or officers at the date of issuance. Each certificate must state: (1) that the corporation is organized under West Virginia law; (2) the name of person(s) to whom issued; (3) number and class of shares and designation of series, if any; (4) par value or that shares without par value.

Section 6.03.    Lost, Stolen or Destroyed Certificates.    The corporation may issue a new certificate or certificates in the place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, but the board of directors may require the owner of such lost, stolen or destroyed certificate, or his legal representative, to furnish an affidavit as to such loss, theft, or destruction, and to give a bond in such form and substance, and with such surety or sureties, with fixed or open penalty, as it may direct, to indemnify the corporation, the transfer agent, and the registrar against any claim that may be made on account of the alleged loss, theft or destruction of such certificate. The board of directors may establish with the transfer agent a blanket bond procedure.

Section 6.04.    Transfers of Stock.    Upon surrender to the corporation of the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate and record the transaction upon its books.

Section 6.05.    Registered Shareholders.    The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of West Virginia.

Section 6.06.    Right of Inspection.    Any person who shall have been a shareholder of record or holder of voting certificates for at least six months immediately preceding his demand, or who shall be the holder of record of at least five percent of all the outstanding shares of the corporation, or holder of record of voting trust certificates for five percent or more shares of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by the agent or attorney, at any reasonable time or times during business hours, for any proper purpose, the corporation's books and records of account, minutes and records of shareholders, and shall be entitled to make extracts therefrom.

Section 6.07.    Stock Options and Agreements.    Any shareholder of this corporation may enter into agreements giving to any other shareholder or shareholders or any third party an option to purchase any of his stock in the corporation; and such shares of stock shall thereupon be subject to such agreement and transferable only upon proof of compliance therewith; provided, however, that a copy of such agreement be filed with the corporation and reference thereto placed upon the certificate representing said shares of stock.

Section 6.08.    Issuance.    Unissued shares, both treasury and authorized, may be issued for such consideration, but not less than par value, and to such persons as the board of directors may determine from time to time. Shares may not be issued until the full amount of the consideration has been paid.

Section 6.09.    Payment for Shares.

        (1)    Kind.    The consideration for the issuance of shares shall consist of money paid, labor done (including services actually performed for the corporation), or property (tangible or intangible) actually received. Neither promissory notes nor the promise of future services shall constitute payment for shares.

        (2)    Valuation.    In the absence of fraud in the transaction, the judgment of the board of directors as to the value of consideration received shall be conclusive.

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        (3)    Effect.    When consideration, fixed as provided by law, has been fully paid, the shares be deemed to have been issued and shall be considered fully paid and nonassessable.

        (4)    Allocation of Consideration.    The consideration received for shares shall be allocated by the board of directors, in accordance with law, between stated capital and capital surplus accounts.

Section 6.10.    Subscriptions.    Unless otherwise provided in the subscription agreement, subscriptions of shares, whether made before or after organization of the corporation, shall be paid in full at such time as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same series, as the case may be. In case of default in payment on any installment or call when payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due to the corporation.

Section 6.11.    Lien.    For any indebtedness of a shareholder to the corporation, the corporation shall have a first and prior lien on all shares of its stock owned by him on all dividends or other distributions declared thereon.

Section 6.12.    Stock Transfer Restrictions and Purchase Agreements.    The corporation may enter into stock purchase agreements or other agreements containing restrictions on the transfer of shares with any shareholder or shareholders as from time to time may seem appropriate; provided, that if the corporation enters into any such stock purchase agreements, a copy of such agreement shall be filed with the corporation.

ARTICLE VII

GENERAL PROVISIONS—SPECIAL CORPORATE ACTS

Section 7.01.    Notice of Meeting.    Notice to directors and shareholders shall be written or printed and delivered personally or mailed, with postage prepaid thereon, to the directors or shareholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram. Neither the business to be transacted at or the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7.02.    Waiver of Notice of Meeting.    Whenever any notice is required to be given under the provisions of the Act or by the Article of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 7.03.    Closing of Transfer Books Record Date.    For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as a record date for any such determination of shareholders, such date in any case to be not more than fifty days, and in the case of a meeting of shareholders not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring

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such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders has been made as provided in this Section 7.03, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of stock transfer books and the state period of closing has expired.

Section 7.04.    Dividends.    Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation and the Act.

Section 7.05.    Execution of Deeds, Contracts, Etc.    Subject always to the specific directions of the board of directors, all deeds and mortgages made by the corporation and all other written contracts and agreements to which the corporation shall be a party, shall be executed in its name by the chairman of the board, the president or one of the chief executive officers; and the secretary or an assistant secretary, when necessary or required, may affix and attest the corporate seal thereto.

Section 7.06.    Endorsement of Stock Certificates.    Subject always to the specific directions of the board of directors, any share or shares of stock issued by any other corporation and owned by the corporation (including reacquired shares of stock of the corporation), may, for sale or transfer, be endorsed in the name of the corporation by the chairman of the board, the president or one of its vice presidents, and attested by the secretary or an assistant secretary either with or without affixing thereto the corporate seal.

Section 7.07.    Voting of Shares Owned by Corporation.    Subject always to the specific directions of the board of directors, any share or shares of stock issued by any other corporation and owned or controlled by the corporation may be voted at any shareholders' meeting of such other corporation by the chairman of the board, the president of the corporation, if either be present, or in the absence of the chairman of the board and the president, by any vice president of the corporation, who may be present. Whenever, in the judgment of the chairman of the board, the president, or, in the absence of the chairman of the board and the president, or any vice president, it is desirable for the corporation to execute a proxy or give a shareholder's consent in respect to any share or shares of stock issued by any other corporation and owned by the corporation, such proxy or consent shall be executed in the name of the corporation by the chairman of the board, the president or one of the vice presidents of the corporation and shall be attested by the secretary or an assistant secretary of the corporation under the corporate seal without necessity of any authorization by the board of directors. Any person or persons designated in the manner above stated as the proxy or proxies of the corporation shall have the full right, power and authority to vote the share or shares of stock issued by such other corporation and owned by the corporation the same as such share or shares might be voted by the corporation.

Section 7.08.    Annual Statement.    The board of directors shall present at each meeting, and when called for by vote of the shareholders at any special meeting of the shareholders, a full and clear statement of the business and condition of the corporation.

Section 7.09.    Fiscal Year.    The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 7.10.    Corporate Records.    All corporate records, including the minutes of the meetings of the shareholders, board of directors and executive committee shall be kept at the registered office of the corporation.

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ARTICLE VIII

AMENDMENTS TO BYLAWS

        The shareholders by the affirmative vote of the holders of a majority of the shares issued, outstanding and entitled to vote, or the Board of Directors, by the affirmative vote of a majority of the directors, may at any meeting, alter, amend, or repeal any of these bylaws, or may adopt new bylaws, provided that the substance of the proposed alteration, amendment or repeal (or the statement that the new bylaws are proposed to be adopted) shall have been stated in the notice of the meeting and provided that the Board of Directors may not amend, modify or repeal any bylaw adopted by the shareholders pursuant to a resolution providing that such bylaw may not be amended, modified or repealed by the Board of Directors.

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BY LAWS OF COMPASS HEALTH SERVICES, INC.

EX-3.18

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Exhibit 3.18

DSCB204 (Rev. B1)	PLEASE INDICATE (CHECK ONE) TYPE CORPORATION:
ARTICLES OF INCORPORATION (PREPARE IN TRIPLICATE)    COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE—CORPORATION BUREAU 308 NORTH OFFICE BUILDING, HARRISBURG, PA 17120	ý DOMESTIC BUSINESS CORPORATION o DOMESTIC BUSINESS CORPORATION A CLOSE CORPORATION—COMPLETE BACK o DOMESTIC PROFESSIONAL CORPORATION ENTER BOARD LICENCE NO.	FEE $75.00

010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER 15 P.S. 2908 B)
	CONCORD PHARMACY SERVICES, INC.
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE)
	1501 Mahantongo Street
012 CITY		033 COUNTY	013 STATE	064 ZIP CODE
	Pottsville	Schuylkill	PA	17901
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION

To engage in and do any lawful act for which a corporation may be incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania, to invest in and to aid by loans, by making guarantees, and in any other manner, any business enterprises affiliated with this corporation or in which this corporation has any direct or indirect interest or with which this corporation does business, or the business of which is a direct or indirect benefit to this corporation.

(ATTACH 8¹/2 × 11 SHEET IF NECESSARY)

The Aggregate Number of Shares, Classes of Shares and Par Value of Shares Which the Corporation Shall have Authority to Issue:

040 Number and Class of shares		041 Stated Par Value Per Share if Any	042 Total Authorized Capital	031 Term of Existence
	100,000 shares common	- -0-	$100,000	Perpetual
The Name and Address of Each Incorporator, and the Number and Class of Shares Subscribed to by each Incorporator
060 Name		061, 062 063, 064 Address	(Street, City, State, Zip Code)	Number & Class of Shares
James J. Riley		221 Mahantongo St., Pottsville, PA 17901		1 sh. common
		(ATTACH 81/2 × 11 SHEET IF NECESSARY)

IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION THIS 7th DAY OF October 1992

/s/  JAMES J. RILEY

—FOR OFFICE USE ONLY—

030 FILED OCT 13 1992	002 CODE	003 REV BOX	SEQUENTIAL NO.	100 MICROFILM NUMBER
	REVIEWED BY [ILLEGIBLE] DATE APPROVED	004 SICC	AMOUNT $	001 CORPORATION NUMBER 2126067
[ILLEGIBLE] Secretary of the Commonwealth Department of State Commonwealth of Pennsylvania	DATE REJECTED    MAILED BY DATE	CERTIFY TO o REV. o L & I o OTHER	INPUT BY   VERIFIED BY	LOG IN    LOG OUT	LOG IN (REFILE)    LOG OUT (REFILE)

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Exhibit 3.18

EX-3.19

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Exhibit 3.19

BYLAWS

of

CONCORD PHARMACY SERVICES, INC.

(a Pennsylvania business corporation)

Article 1.    MEETINGS OF SHAREHOLDERS

        Section 1.01.    Place of Meeting.    Meetings of the shareholders of the Corporation shall be held at such place, within the Commonwealth of Pennsylvania or elsewhere, as may be fixed from time to time by the Board of Directors. If no place is so fixed for a meeting, it shall be held at the Corporation's then principal executive office.

        Section 1.02.    Annual Meeting.    There shall be an annual meeting of the shareholders, unless the Board of Directors shall fix some other hour or date therefor, at [    ] o'clock [a.m. or p.m.] on the [day] in [month] in each year, if not a legal holiday under the laws of Pennsylvania, and, if a legal holiday, then on the next succeeding secular day not a legal holiday under the laws of Pennsylvania, at which the shareholders shall elect by plurality vote a Board of Directors and transact such other business as may properly be brought before the meeting.

        Section 1.03.    Special Meetings.    Special meetings of the shareholders may be called at any time by the Board of Directors, by shareholders entitled to cast at least [    ]%(1) of the votes that all shareholders are entitled to cast at the particular meeting, or by the President, Treasurer or Secretary of the Corporation.

1.

Must be 20% or less.

        Section 1.04.    Notice of Meetings.    Except as otherwise provided in Section 1707 of the Pennsylvania Business Corporation Law of 1988, as amended, written notice of every meeting of the shareholders shall be given in any manner permitted by law by or at the direction of the Secretary or such other person as is authorized by the Board of Directors to each shareholder of record entitled to receipt thereof, at least [    ](2) days prior to the day named for the meeting, unless a greater period of notice is required by law in a particular case.

2.

Must be at least 5.

        Section 1.05.    Organization.    At every meeting of the shareholders, the President, or in his absence, a chairman chosen by the shareholders, shall act as chairman; and the Secretary, or in his absence, a person appointed by the chairman, shall act as secretary.

        Section 1.06.    Voting.    Except as otherwise specified herein or in the Articles of Incorporation or required by law, whenever any corporate action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by all shareholders entitled to vote thereon and, if any shareholders are entitled to vote thereon as a class, upon receiving a majority of the votes cast by the shareholders entitled to vote as a class. In each election of directors, the candidates receiving the highest number of votes, up to the number of directors to be elected in such election, shall be elected.

        Section 1.07.    Partial Consent.    Unless the Corporation is a registered corporation as defined in the Pennsylvania Business Corporation Law of 1988, as amended, and the Articles of Incorporation do not expressly permit action by partial consent as provided in this Section 1.07, any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting upon the consent of the shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all

shareholders entitled to vote thereon were present and voting. The consents shall be filed with the Secretary of the Corporation.

Article 2.    DIRECTORS

        Section 2.01.    Number and Term of Office.    The number of directors of the Corporation shall be designated from time to time by resolution of the Board of Directors and initially shall be two. Each director shall be elected for the term of one year and shall serve until his successor is elected and qualified or until his earlier death, resignation or removal.

        Section 2.02.    Resignations.    Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. The resignation shall be effective upon receipt thereof or at such subsequent time as may be specified in the notice of resignation. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

        Section 2.03.    Annual Meeting.    Immediately after each annual election of directors, the Board of Directors shall meet for the purpose of organization, election of officers, and the transaction of other business, at the place where such election of directors was held. Notice of such meeting need not be given. In the absence of a quorum at said meeting, the same may be held at any other time and place specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

        Section 2.04.    Regular Meetings.    Regular meetings of the Board of Directors shall be held at such time and place as may be designated from time to time by the Board of Directors. Notice of such meetings need not be given. If the date fixed for any such regular meeting is a legal holiday under the laws of the state where such meeting is to be held, then the same shall be held on the next succeeding secular day not a legal holiday under the laws of said state, or at such other time as may be determined by resolution of the Board of Directors. At such meetings the Board of Directors may transact such business as may be brought before the meeting.

        Section 2.05.    Special Meetings.    Special meetings of the Board of Directors may be called by the President or by two or more of the directors, and shall be held at such time and place as may be designated in the notice of the meeting. Such notice shall be given by or at the direction of the person or persons authorized to call such meeting to each director at least two days prior to the day named for the meeting.

        Section 2.06.    Organization.    Every meeting of the Board of Directors shall be presided over by the Chairman of the Board, if one has been selected and is present, and, if not, the President, or in the absence of the Chairman of the Board and the President, a chairman chosen by a majority of the directors present. The Secretary, or in his absence, a person appointed by the chairman, shall act as secretary.

        Section 2.07.    Action Without a Meeting.    Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior or subsequent to the action, a consent or consents thereto by all of the members of the Board of Directors is filed with the Secretary of the Corporation.

        Section 2.08.    Compensation.    The Board of Directors shall have the authority to fix the compensation of directors for their services as directors and a director may be a salaried officer of the Corporation.

        Section 2.09.    Committees.    The Board of Directors may establish one or more committees to consist of one or more directors of the Corporation. Any committee, to the extent provided by the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors except that a committee shall not have any power or authority as to the following: (i) the submission to the shareholders of any action requiring approval of the shareholders under the Pennsylvania Business Corporation Law of 1988, as amended; (ii) the creation or filling of vacancies in the Board of Directors; (iii) the adoption, amendment or repeal of the bylaws; (iv) the amendment or repeal of any resolution of the Board of Directors that by its terms is amendable or repealable only by

the Board of Directors; or (v) action on matters committed by the bylaws or resolution of the Board of Directors to another committee of the Board of Directors.

Article 3.    OFFICERS

        Section 3.01.    Number.    The officers of the Corporation shall be a President, a Secretary and a Treasurer, and may include a Chairman of the Board and one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board of Directors may authorize from time to time.

        Section 3.02.    Qualifications.    The President and Secretary shall be natural persons of full age. The Treasurer may be a corporation, but if a natural person shall be of full age.

        Section 3.03.    Election and Term of Office.    The officers of the Corporation shall be elected or appointed by the Board of Directors and each shall serve at the pleasure of the Board of Directors.

        Section 3.04.    Resignations.    Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. The resignation shall be effective upon receipt thereof or at such subsequent time as may be specified in the notice of resignation. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

        Section 3.05.    Chairman of the Board.    If there is a Chairman of the Board, he shall preside at the meetings of the Board of Directors. Such Chairman shall also perform such other duties as may be specified by the Board of Directors from time to time and as do not conflict with the duties of the President.

        Section 3.06.    President.    The President shall be the chief executive officer of the Corporation and shall have general supervision over the business and operations of the Corporation, subject, however, to the control of the Board of Directors. He shall execute and deliver, in the name and on behalf of the Corporation, deeds, mortgages, bonds, agreements and other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors to some other officer or agent of the Corporation; and, in general, he shall perform all duties incident to the office of President, and such other duties as may be specified by the Board of Directors from time to time.

        Section 3.07.    Vice Presidents.    In the absence or disability of the President or when so directed by the President, any Vice President may perform all the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President; provided, however, that no Vice President shall act as a member of or as chairman of any committee of the Board of Directors of which the President is a member or chairman by designation or ex-officio, unless such Vice President is a member of the Board of Directors and has been designated expressly by the Board of Directors as the alternate to the President for purposes of service on such committee. The Vice Presidents shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors or the President.

        Section 3.08.    Secretary.    The Secretary shall record all the votes of the shareholders and of the directors and the minutes of the meetings of the shareholders and of the Board of Directors in a book or books to be kept for that purpose and shall see that notices of meetings of the Board of Directors and the shareholders are given; he shall be the custodian of the seal of the Corporation and shall see that it is affixed to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned to him by the Board of Directors or the President.

        Section 3.09.    Assistant Secretaries.    In the absence or disability of the Secretary or when so directed by the Secretary, any Assistant Secretary may perform all the duties of the Secretary, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the President, or the Secretary.

        Section 3.10.    Treasurer.    The Treasurer shall have charge of all receipts and disbursements of the Corporation and shall have or provide for the custody of its funds and securities. Unless the Board of Directors determines otherwise, the Treasurer shall have full authority to invest such funds and securities; to receive and give receipts for all money due and payable to the Corporation and to endorse checks, drafts, and warrants in its name and on its behalf and to give full discharge for the same. The Treasurer shall deposit the funds of the Corporation, except such as may be invested or required for current use, in such banks or other places of deposit as the Board of Directors may from time to time designate; and, in general, he shall perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board of Directors or the President.

        Section 3.11.    Assistant Treasurers.    In the absence or disability of the Treasurer or when so directed by the Treasurer, any Assistant Treasurer may perform all the duties of the Treasurer, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the President or the Treasurer.

Article 4.    INDEMNIFICATION OF
DIRECTORS AND OFFICERS

        Section 4.01.    Indemnification.    The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, including actions by or in the right of the Corporation, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving while a director or officer of the Corporation at the request of the Corporation as a director, officer, employee, agent, fiduciary or other representative of another corporation for profit or not-for-profit, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

        Section 4.02.    Advancement of Expenses.    Expenses (including attorneys' fees) incurred by an officer or director of the Corporation in defending any action or proceeding referred to in Section 4.01 shall be paid by the Corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation.

        Section 4.03.    Other Rights.    The indemnification and advancement of expenses provided by or pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Corporation's Articles of Incorporation, any insurance or other agreement, vote of the shareholders or directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

        Section 4.04.    Security Fund; Indemnity Agreements.    By resolution of the Board of Directors (notwithstanding their interest in the transaction) the Corporation may create and fund a trust fund or fund of any nature, and may enter into agreements with its directors, officers, employees and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for or authorized in this Article or the Pennsylvania Business Corporation Law of 1988, as amended.

        Section 4.05.    Modification.    The duties of the Corporation to indemnify and to advance expenses to a director or officer provided in this Article shall be in the nature of a contract between the Corporation and each such director or officer, and no amendment or repeal of any provision of this Article, and no amendment or termination of any trust or other fund created pursuant to Section 4.04,

shall alter, to the detriment of such director or officer, the right of such person to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.

Article 5.    BORROWING, DEPOSITS, PROXIES, ETC.

        Section 5.01.    Borrowing, etc.    No officer, agent or employee of the Corporation shall have any power or authority to borrow money on its behalf, to pledge its credit, or to mortgage or pledge its real or personal property, except within the scope and to the extent of the authority delegated by the Board of Directors. Authority may be given by the Board of Directors for any of the above purposes and may be general or limited to specific instances.

        Section 5.02.    Deposits and Investments.    All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries, or invested in such manner, as may be authorized by these bylaws or by the Board of Directors and all such funds shall be withdrawn only upon checks signed by, and all such investments shall only be disposed of by, the President, the Treasurer and such other officers or employees as the Board of Directors may from time to time determine.

        Section 5.03.    Proxies.    Unless otherwise ordered by the Board of Directors, any officer of the Corporation may appoint an attorney or attorneys (who may be or include such officer himself), in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation any of whose shares or other securities are held by or for the Corporation, at meetings of the holders of the shares or other securities of such other corporation, or, in connection with the ownership of such shares or other securities, to consent in writing to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its seal such written proxies or other instruments as he may deem necessary or proper in the premises.

        Section 5.04.    Use of Conference Telephone Equipment.    Unless the Board of Directors determines otherwise in a particular case, one or more persons may participate in any meeting of the Board of Directors or the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; however, the use of such equipment is not a matter of right for any person. Authorized participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

Article 6.    SHARE CERTIFICATES; TRANSFER

        Section 6.01.    Share Certificates.    Share certificates, in the form prescribed by the Board of Directors, shall be signed by the President or a Vice President and by the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation, but such signatures may be facsimiles, engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon any share certificate shall have ceased to be such officer because of death, resignation, or otherwise, before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the date of its issue.

        Section 6.02.    Transfer of Shares.    The Corporation or a registrar or transfer agent of the Corporation shall maintain books in which the ownership and transfer of the Corporation's shares shall be definitively registered. Transfer of share certificates and the shares represented thereby shall be made only on the books of the Corporation by the owner thereof or by his attorney thereunto authorized, by a power of attorney duly executed and filed with the Secretary or a transfer agent of the Corporation and on surrender of the share certificates.

        Section 6.03.    Transfer Agent and Registrar; Regulations.    The Corporation may, if and whenever the Board of Directors so determines, maintain, in the Commonwealth of Pennsylvania or any other state of the United States, one or more transfer offices or agencies, each in charge of a transfer agent

designated by the Board of Directors, where the shares of the Corporation shall be transferable, and also one or more registry offices, each in charge of a registrar (which may also be a transfer agent) designated by the Board of Directors, where such shares shall be registered. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of the shares of the Corporation.

        Section 6.04.    Lost, Destroyed and Mutilated Certificates.    The Board of Directors, by standing resolution or by resolutions with respect to particular cases, may authorize the issue of new share certificates in lieu of share certificates lost, destroyed or mutilated, upon such terms and conditions as the Board of Directors may direct.

Article 7.    AMENDMENTS

        Section 7.01.    Procedure.    Except as otherwise provided by Section 4.05 of these bylaws, these bylaws may be amended or repealed, or new bylaws may be adopted, either (i) by vote of the shareholders at any duly organized annual or special meeting of the shareholders, or (ii) with respect to those matters that are not by statute committed exclusively to the shareholders and regardless of whether the shareholders have previously adopted or approved the bylaws being amended or repealed, by the Board of Directors. Any change in these bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change. No provision of these bylaws shall vest any property right in any shareholder as such.

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Exhibit 3.19

BYLAWS of CONCORD PHARMACY SERVICES, INC. (a Pennsylvania business corporation)

EX-3.20

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Exhibit 3.20

DSCB204 (Rev. 81)	PLEASE INDICATE (CHECK ONE) TYPE CORPORATION:
ARTICLES OF INCORPORATION (PREPARE IN TRIPLICATE)    COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE—CORPORATION BUREAU 308 NORTH OFFICE BUILDING, HARRISBURG, PA 17120	ý DOMESTIC BUSINESS CORPORATION o DOMESTIC BUSINESS CORPORATION A CLOSE CORPORATION—COMPLETE BACK o DOMESTIC PROFESSIONAL CORPORATION ENTER BOARD LICENSE NO.	FEE $75.00

010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER 15 P.S. 2908 B)
	Delco Apothecary, Inc.
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE)
	501 N. Lansdowne Avenue
012 CITY		033 COUNTY	013 STATE	064 ZIP CODE
	Drexel Hill	Delaware	PA	19026
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION

To engage in and do any lawful act concerning any lawful business for which corporations may be incorporated under the Business Corporation Law of Pennsylvania and to do all things and exercise all powers, rights and privileges which a business corporation may now or hereafter be organized or authorized to do or to exercise under the Business Corporation Laws of the Commonwealth of Pennsylvania.

(ATTACH 8¹/2 × 11 SHEET IF NECESSARY)

The Aggregate Number of Shares, Classes of Shares and Par Value of Shares Which the Corporation Shall have Authority to Issue:

040 Number and Class of Shares		041 Stated Par Value Per Share if Any	042 Total Authorized Capital	001 Term of Existence
	1000 sh common	$1	$1,000	Perpetual
The Name and Address of Each Incorporator, and the Number and Class of Shares Subscribed to by each Incorporator
060 Name		061, 062 063, 064 Address    (Street, City, State, Zip Code)		Number & Class of Shares
John J. Maffei, Esquire		107 W. Third Street, Media, PA 19063		1 sh. comm
		(ATTACH 81/2 × 11 SHEET IF NECESSARY)

IN TESTIMONY WHEREOF, THE INCORPORATOR (S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION THIS 10th DAY OF April 1985.

/s/   /s/ [ILLEGIBLE]

—FOR OFFICE USE ONLY—

030 FILED APR 19 1985	002 CODE	003 REV BOX	SEQUENTIAL NO. 9415	100 MICROFILM NUMBER 8533084
	REVIEWED BY
	DATE APPROVED	004 SICC	AMOUNT $75.00	001 CORPORATION NUMBER 865967
[ILLEGIBLE]	DATE REJECTED	CERTIFY TO	INPUT BY	LOG IN	LOG IN (REFILE)
Secretary of the Commonwealth	MAILED BY    DATE	o REV. o L & I	[ILLEGIBLE]
Department of State			VERIFIED BY	LOG OUT	LOG OUT (REFILE)
		o [ILLEGIBLE]	[ILLEGIBLE]

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Exhibit 3.20

EX-3.22

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Exhibit 3.22

Eastern Medical Supplies, Inc.
ARTICLES OF INCORPORATION

        [STAMP]

THIS IS TO CERTIFY: 10/20/86 12:13

FIRST:    The undersigned, Louis Lo Presti, Sr., Carmella LoPresti, and Louis LoPresti, Jr., whose post office address are 4 Vista View Court, Kingsville, Maryland 21087, being at least eighteen years of age, hereby form a corporation under and by virtue of the General Laws of the State of Maryland.

SECOND:    That the name of the Corporation (which is hereinafter called "the corporation") is:

Eastern Medical Supplies, Inc.

THIRD:    That the purposes for which the corporation is formed and the business objectives to be carried on and performed by it are as follows:

(1)

To conduct, carry out the business, and engage in any and all types of activities as sale and rental of durable medical equipment, to advertise, sell, enter into sales arrangements with individuals and/or brokers for the aforesaid purposes; to buy, sell, and deal in the materials necessary in connection with the business of the corporation; to perform any and all of the aforegoing either alone or with or on behalf of other companies or persons; to own, manage, operate, lease, purchase, and sell land buildings incidental to the purposes aforesaid, an to all things necessary or incidental thereto or in connection with the business of the corporation.



(2)

To acquire by purchase, lease or otherwise, the property, rights, business, goodwill, franchise, and assets of every kind of any corporation, association, firm or individual carry on in whole or in part the aforesaid business, or any of them, or any other business in whole or in part that the corporation may be authorized to carry on, and to undertake, guarantee, assume, and pay the indebtedness and liabilities thereof, and to pay for any property, rights, business, goodwill, franchises, and assets so acquired in the stock, bonds or other securities of the corporation or otherwise.



(3)

To enter into partnership or into any arrangement for the sharing of profits, union of interest, cooperation, joint adventure, reciprocal concessions or otherwise, with any person or corporation carrying on or engaging in or about to carry on or engage in any business or transaction which the corporation is authorized to carry on or engage in, or in any business or transaction capable of being conducted so as directly or indirectly to benefit the corporation, and to lend money to, guarantee the contracts of, or otherwise assist any such person or corporation, and to take or otherwise acquire shares of securities of any such corporation, and to sell, hold, reissue, with or without guarantee, or otherwise deal with the same.



(4)

To carry on any other business which may seem to the corporation to be calculated directly or indirectly to effectuate the aforesaid objects, or any of them, to facilitate it in the transaction or its aforesaid business, or any part therof, or in the transaction of any other business that may be calculated, directly or indirectly, to enhance the value of its property and rights.



(5)

To carry out all of any part of the aforesaid purposes, and to conduct its business in all or any of its branches in any or all states, territories, districts, colonies, and dependencies of the United States of America and in foreign countries, and to maintain offices and agencies, in any or all states, territories, districts, colonies, and dependencies of the United States of America and in foreign countries.



(6)

To do any and all other acts and things which ordinary business corporations may be empowered to do under the laws of the State of Maryland.

FOURTH:    The post office address of the principal office of the corporation is 3200 East Baltimore Street, Baltimore, Maryland 21224.

The resident agent of the corporation is Louis LoPresti, Jr., whose post office address is 4 Vista View Court, Kingsville, Maryland 21087. Said resident agent is an individual actually residing in the state of Maryland.

FIFTH:    The total number of shares of capital stock which the corporation has been authorized to issue is one thousand (1,000) shares of common stock without par value.

SIXTH:    The number of directors of the corporation shall be three. The names of the directors who shall act until the first annual meeting or until their successors are duly chosen and qualified are:

Louis LoPresti, Sr.
Carmella LoPresti
Louis LoPresti, Jr.

SEVENTH:    The duration of the corporation shall be perpetual.

IN WITNESS WHEREOF, we have signed these Articles of Incorporation on this 1st day of October, 1986, and severally acknowledge the same to be our act.

Witness:
/s/  [ILLEGIBLE]	/s/  LOUIS LOPRESTI Louis LoPresti, Sr.
Witness:
/s/  [ILLEGIBLE]	/s/  CARMELLA LOPRESTI Carmella LoPresti
Witness:
/s/  [ILLEGIBLE]	/s/  LOUIS LOPRESTI JR. Louis LoPresti, Jr.

2

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Exhibit 3.22

Eastern Medical Supplies, Inc. ARTICLES OF INCORPORATION

EX-3.24

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Exhibit 3.24

ARTICLES OF INCORPORATION

OF

EASTERN REHAB SERVICES, INC.

        FIRST: The undersigned, MAYER E. GUTTMAN, whose post office address is 9th Floor, 2 Hopkins Plaza, Baltimore, Maryland 21201, being at least eighteen (18) years of age, under and by virtue of the General Laws of the State of Maryland, does hereby form a corporation by the execution and filing of these articles.

        SECOND: That the name of the Corporation (which is hereinafter called the "Corporation") is:

EASTERN REHAB SERVICES, INC.

        THIRD: The nature of the business and the objects and purposes to be transacted, promoted or carried on by the Corporation are as follows:

        (a)   To engage in the sale, rental and repair of equipment for disabled persons.

        (b)   To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Maryland.

        FOURTH: The post office address of the principal office of the Corporation in this State is 3200 E. Baltimore Street, Baltimore, Maryland 21224. The resident agent of the Corporation is Julius W. Lichter, whose post office address is 305 W. Chesapeake Avenue, Towson, Maryland 21204. Said resident agent is a citizen of the State of Maryland and actually resides therein.

        FIFTH: The total number of shares of stock which the Corporation has authority to issue is 5,000 shares without par value, all of which shares are of one class and are designated common stock.

        SIXTH: The number of directors of the Corporation shall be four (4), which number may be increased or decreased pursuant to the By-Laws of the Corporation, but shall never be less than three (3), provided that:

        (a)   If there is no stock outstanding, the number of directors may be less than three (3) but not less than one (1); and

        (b)   If there is stock outstanding and so long as there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders.

        The names of the directors who shall act until the first annual meeting or until their successors are duly elected and have qualified are: Frank J. Tamberino, Nancy J. DeAngelis, James W. Steele, Jr. and Luigi LoPresti, Jr.

        SEVENTH: The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation and of the directors and stockholders:

        (a)   The Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of its stock, with or without par value, of any class, and securities convertible into shares of its stock, with or without par value, of any class, for such considerations as said Board of Directors may deem advisable, irrespective of the value or amount of such considerations, but subject to such limitations and restrictions, if any, as may be set forth in the By-Laws of the Corporation.

        (b)   The Board of Directors shall have power, from time to time, to fix and determine and to vary the amount of working capital of the Corporation; to determine whether any, and, if any, what part, of the surplus of the Corporation or of the net profits arising from its business shall be declared in dividends and paid to the stockholders, subject, however, to the provisions of the charter, and to direct and determine the use and disposition of any of such surplus or net profits.

The Board of Directors may in its discretion use and apply any of such surplus or net profits in purchasing or acquiring any of the shares of stock of the Corporation, or any of its bonds or other evidences of indebtedness, to such extent, in such manner and upon such lawful terms as the Board of Directors shall deem expedient.

        (c)   The Corporation reserves the right to make from time to time any amendments of its charter which may now or hereafter be authorized by law, including any amendments changing the terms of any class of its stock by classification, reclassification or otherwise.

        (d)   No holder of stock of the Corporation, of whatever class, shall have any preferential right of subscription to any shares of any class or to any securities convertible into shares of stock of the Corporation, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may determine, and at such price as the Board of Directors in its discretion may fix; and any shares or convertible securities which the Board of Directors may determine to offer for subscription to the holders of stock may, as said Board of Directors shall determine, be offered to holders of any class or classes of stock at the time existing to the exclusion of holders of any or all other classes at the time existing.

        (e)   Notwithstanding any provision of law requiring any action to be taken or authorized by the affirmative vote of the holders of a designated proportion of the shares of stock of the Corporation, or to be otherwise taken or authorized by vote of the stockholders, such action shall be effective and valid if taken or authorized by the affirmative vote of a majority of the a total number of votes entitled to be cast thereon, except as otherwise provided in this charter.

        (f)    The Board of Directors shall have power, subject to any limitations or restrictions herein set forth or imposed by law, to classify or reclassify any unissued shares of stock, whether now or hereafter authorized, by fixing or altering in any one or more respects, from time to time before issuance of such shares, the preferences, rights, voting powers, restrictions and qualifications of, the dividends on, the times and prices of redemption of, and the conversion rights of, such shares.

        (g)   The Board of Directors shall have power to declare and authorize the payment of stock dividends, whether or not payable in stock of one class to holders of stock of another class or classes; and shall have authority to exercise, without a vote of stockholders, all powers of the Corporation, whether conferred by law or by these articles, to purchase, lease or otherwise acquire the business, assets or franchise, in whole or in part, of other corporations or unincorporated business entities.

        IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledged the same to be my act on this day of October, 1992.

WITNESS:

/s/  [ILLEGIBLE] /s/  MAYER E. GUTTMAN      (SEAL) MAYER E. GUTTMAN

2

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ARTICLES OF INCORPORATION OF EASTERN REHAB SERVICES, INC.

EX-3.25

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Exhibit 3.25

BYLAWS

OF

EASTERN REHAB, INC.

ARTICLE I.

Stockholders

Section 1.    Annual Meetings.

        The annual meeting of the stockholders of the Corporation shall be held on such date within the month of                        as may be fixed from time to time by the Board of Directors. Not less than ten nor more than 90 days' written or printed notice stating the place, day and hour of each annual meeting shall be given in the manner provided in Section 1 of Article IX hereof. The business to be transacted at the annual meetings shall include the election of directors, consideration and action upon the reports of officers and directors, and any other business within the power of the Corporation. All annual meetings shall be general meetings at which any business may be considered without being specified as a purpose in the notice unless otherwise required by law.

Section 2.    Special Meetings Called by Chairman of the Board, President or Board of Directors.

        At any time in the interval between annual meetings, special meetings of stockholders may be called by the Chairman of the Board, or by the President, or by the Board of Directors. Not less than ten days' nor more than 90 days' written notice stating the place, day and hour of such meeting and the matters proposed to be acted on thereat shall be given in the manner provided in Section 1 of Article IX. No business shall be transacted at any special meeting except that specified in the notice.

Section 3.    Special Meeting Called by Stockholders.

        Upon the request in writing delivered to the Secretary by the stockholders entitled to cast at least 25% of all the votes entitled to be cast at the meeting, it shall be the duty of the Secretary to call forthwith a special meeting of the stockholders. Such request shall state the purpose of such meeting and the matters proposed to be acted on thereat, and no other business shall be transacted at any such special meeting. The Secretary shall inform such stockholders of the reasonably estimated costs of preparing and mailing the notice of the meeting, and upon payment to the Corporation of such costs, the Secretary shall give not less than ten nor more than 90 days' notice of the time, place and purpose of the meeting in the manner provided in Section 1 of Article IX. If, upon payment of such costs the Secretary shall fail to issue a call for such meeting within ten days after the receipt of such payment (unless such failure is excused by law), then the stockholders entitled to cast 25% or more of the outstanding shares entitled to vote may do so upon giving not less than ten days' nor more than 90 days' notice of the time, place and purpose of the meeting in the manner provided in Section 1 of Article IX.

Section 4.    Place of Meetings.

        All meetings of stockholders shall be held at the principal office of the Corporation in the State of Maryland or at such other place within the United States as may be fixed from time to time by the Board of Directors and designated in the notice.

Section 5.    Quorum.

        At any meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum. In the absence of a quorum, the stockholders present in person or by proxy, by majority vote and without notice other than by announcement, may

adjourn the meeting from time to time, but not for a period exceeding 60 days until a quorum shall attend.

Section 6.    Adjourned Meetings.

        A meeting of stockholders convened on the date for which it was called (or one adjourned to achieve a quorum as above provided in Section 5 of this Article) may be adjourned from time to time without further notice to a date not more than 120 days after the record date, and any business may be transacted at any adjourned meeting which could have been transacted at the meeting as originally called.

Section 7.    Voting.

        A majority of the votes cast at a meeting of stockholders, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority of votes cast is required by statute or by the Charter. The Board of Directors may fix the record date for the determination of stockholders entitled to vote in the manner provided in Article VIII, Section 3 of these Bylaws.

Section 8.    Proxies.

        A stockholder may vote the shares owned of record by him either in person or by proxy executed in writing and signed by the stockholder or by his duly authorized attorney-in-fact. Every proxy shall be dated, but need not be sealed, witnessed or acknowledged. No proxy shall be valid after 11 months from its date, unless otherwise provided in the proxy. In the case of stock held of record by more than one person, any co-owner or co-fiduciary may execute the proxy without the joinder of his co-owner(s) or co-fiduciary(ies), unless the Secretary of the Corporation is notified in writing by any co-owner or co-fiduciary that the joinder of more than one is to be required. At all meetings of stockholders, the proxies shall be filed with and verified by the Secretary of the Corporation, or, if the meeting shall so decide, by the Secretary of the meeting.

Section 9.    Order of Business.

        At all meetings of stockholders, any stockholder, present and entitled to vote in person or by proxy shall be entitled to require, by written request to the Chairman of the meeting, that the order of business shall be as follows:

        (1)   Organization

        (2)   Proof of notice of meeting or of waivers thereof. (The certificate of the Secretary of the Corporation, or the affidavit of any other person who mailed or published the notice or caused the same to be mailed or published, shall be proof of service of notice.)

        (3)   Submission by Secretary of the Corporation of a list of the stockholders entitled to vote, present in person or by proxy.

        (4)   A reading of unapproved minutes of preceding meetings and action thereon.

        (5)   Reports.

        (6)   If an annual meeting, or a special meeting called for that purpose, the election of directors.

        (7)   Unfinished business.

        (8)   New business.

        (9)   Adjournment.

Section 10.    Removal of Directors.

        At any special meeting of the stockholders called in the manner provided for by this Article, the stockholders, by the affirmative vote of a majority of all the votes entitled to be cast for the election of

directors, may remove any director or directors from office, with or without cause, and may elect a successor or successors to fill any resulting vacancies for the remainder of his or their terms.

Section 11.    Informal Action by Stockholders.

        Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a consent in writing setting forth such action is signed by all the stockholders entitled to vote thereon and such consent is filed with the records of stockholders' meetings.

ARTICLE II.

Directors

Section 1.    Powers.

        The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. All powers of the Corporation may be exercised by or under the authority of the Board of Directors except as conferred on or reserved to the stockholders by law, by the Charter or by these Bylaws. A director need not be a stockholder. The Board of Directors shall keep minutes of its meetings and full and fair accounts of its transactions.

Section 2.    Number; Term of Office; Removal.

        The number of directors of the Corporation shall be not less than three or the same number as the number of stockholders, whichever is less; provided, however, that such number may be increased and thereafter decreased from time to time by vote of a majority of the entire Board of Directors to a number not exceeding three (3). The first directors of the Corporation shall hold their office until the first annual meeting of the Corporation, or until their successors are elected and qualify, and thereafter the directors shall hold office for the term of one year, or until their successors are elected and qualify. A director may be removed from office as provided in Article I, Section 10 of these Bylaws.

Section 3.    Annual Meeting; Regular Meetings.

        As soon as practicable after each annual meeting of stockholders, the Board of Directors shall meet for the purpose of organization and the transaction of other business. No notice of the annual meeting of the Board of Directors need be given if it is held immediately following the annual meeting of stockholders and at the same place. Other regular meetings of the Board of Directors may be held at such times and at such places, within or without the State of Maryland, as shall be designated in the notice for such meeting by the party making the call. All annual and regular meetings shall be general meetings, and any business may be transacted thereat.

Section 4.    Special Meetings.

        Special meetings of the Board of Directors may be called by the Chairman of the Board of the President, or by a majority of the directors.

Section 5.    Quorum; Voting.

        A majority of the Board of Directors shall constitute a quorum for the transaction of business at every meeting of the Board of Directors; but, if at any meeting there be less than a quorum present, a majority of those present may adjourn the meeting from time to time, but not for a period exceeding ten days at any one time or 60 days in all, without notice other than by announcement at the meeting, until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. Except as hereinafter provided or as otherwise provided by the Charter or by law, directors shall act by a vote of a majority of those members in attendance at a meeting at which a quorum is present.

Section 6.    Notice of Meetings.

        Notice of the time and place of every regular and special meeting of the Board of Directors shall be given to each director in the manner provided in Section 2 of Article IX hereof. Subsequent to each

Board meeting, and as soon as practicable thereafter, each director shall be furnished with a copy of the minutes of said meeting. At least 24 hours' notice shall be given of all meetings. The purpose of any meeting of the Board of Directors need not be stated in the notice.

Section 7.    Vacancies.

        (a)   If the office of a director becomes vacant for any reason other than removal or increase in the size of the Board, such vacancy may be filled by the Board by a vote of a majority of directors then in office, although such majority is less than a quorum.

        (b)   If the vacancy occurs as a result of the removal of a director, the stockholders may elect a successor or may delegate that authority to the Board of Directors.

        (c)   If the vacancy occurs as a result of an increase in the number of directors, it may be filled by vote of a majority of the entire Board of Directors.

        (d)   If the entire Board of Directors shall become vacant, any stockholder may call a special meeting in the same manner that the Chairman of the Board or the President may call such meeting, and directors for the unexpired term may be elected at such special meeting in the manner provided for their election at annual meetings.

        (e)   A director elected by the Board of Directors to fill a vacancy shall serve until the next annual meeting of stockholders and until his successor is elected and qualifies. A director elected by the stockholders to fill a vacancy shall serve for the unexpired term and until his successor is elected and qualifies.

Section 8.    Rules and Regulations.

        The Board of Directors may adopt such rules and regulations for the conduct of its meetings and the management of the affairs of the Corporation as it may deem proper and not inconsistent with the laws of the State of Maryland or these Bylaws or the Charter.

Section 9.    Executive Committee.

        The Board of Directors may constitute an Executive Committee, composed of at least two directors, from among its members. The Executive Committee shall hold office at the pleasure of the Board of Directors. Between sessions of the Board of Directors, such Committee shall have all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, except those powers specifically denied by law. If any position on the Executive Committee becomes vacant, or if the number of members is increased, such vacancy may be filled by the Board of Directors. The taking of any action by the Executive Committee shall be conclusive evidence that the Board of Directors was not in session at the time of such action. The Executive Committee shall hold formal meetings and keep minutes of all of its proceedings. A copy of such minutes shall, after approval by the members of the Committee, be sent to all directors as a matter of information. Any action taken by the Executive Committee within the limits permitted by law shall have the force and effect of Board action unless and until revised or altered by the Board. The presence of not less than a majority of the Committee shall be necessary to constitute a quorum. Action may be taken with- out a meeting if unanimous written consent is signed by all of the members of the Committee, and if such consent is filed with the records of the Committee. The Executive Committee shall have the power to elect one of its members to serve as its Chairman unless the Board of Directors shall have designated such Chairman.

Section 10.    Compensation.

        The directors may receive a stated salary for their services, and/or fixed sum and expenses of attendance may be allowed for attendance fee, if any, shall be determined by resolution of the Board; provided, however, that nothing herein contained shall be construed as precluding a director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 11.    Place of Meetings.

        Regular or special meetings of the Board may be held within or without the State of Maryland, as the Board may from time to time determine. The time and place of meeting may be fixed by the party making the call.

Section 12.    Informal Action by the Directors.

        Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if a written consent to such action is signed by all members of the Board and such consent is filed with the minutes of the Board.

Section 13.    Telephone Conference.

        Members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at the meeting.

ARTICLE III.

Officers

Section 1.    In General.

        The Board of Directors may choose a Chairman of the Board from among the directors. The Board of Directors shall elect a President, one or more Vice Presidents, a Treasurer, a Secretary, and such Assistant Secretaries and Assistant Treasurers as the Board may from time to time deem appropriate. All officers shall hold office only during the pleasure of the Board or until their successors are chosen and qualify. Any two of the above offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity when such instrument is required to be executed, acknowledged or verified by any two or more officers. The Board of Directors may from time to time appoint such other agents and employees with such powers and duties as the Board may deem proper. In its discretion, the Board of Directors may leave unfilled any offices except those of President, Treasurer and Secretary.

Section 2.    Chairman of the Board.

        The Chairman of the Board, if one is elected, shall have the responsibility for the implementation of the policies determined by the Board of Directors and for the administration of the business affairs of the Corporation. He shall preside over the meetings of the Board and of the stockholders at which he is present. He shall be the Chief Executive Officer of the Corporation if so designated by resolution of the Board.

Section 3.    President.

        The President shall have the responsibility for the active management of the business and general supervision and direction of all of the affairs of the Corporation. In the absence of a Chairman of the Board, he shall preside over the meetings of the Board and of the stockholders at which he shall be present, and shall perform such other duties as may be assigned to him by the Board of Directors or the Executive Committee. The President shall have the authority on the Corporation's behalf to endorse securities owned by the Corporation and to execute any documents requiring the signature of an executive officer. He shall perform such other duties as the Board of Directors may direct. He shall be the Chief Executive Officer of the Corporation unless the Chairman of the Board is so designated by resolution of the Board.

Section 4.    Vice Presidents.

        The Vice Presidents, in the order of priority designated by the Board of Directors, shall be vested with all the power and may perform all the duties of the President in his absence. They may perform

such other duties as may be prescribed by the Board of Directors or the Executive Committee or the President.

Section 5.    Treasurer.

        The Treasurer shall be the Chief financial officer of the Corporation and shall have general supervision over its finances. He shall perform such other duties as may be assigned to him by the Board of Directors or the President. If required by resolution of the Board, he shall furnish bond (which may be a blanket bond) with such surety and in such penalty for the faithful performance of his duties as the Board of Directors may from time to time require, the cost of such bond to be defrayed by the Corporation.

Section 6.    Secretary.

        The Secretary shall keep the minutes of the meetings of the stockholders and of the Board of Directors and shall attend to the giving and serving of all notices of the Corporation required by law or these Bylaws. He shall maintain at all times in the principal office of the Corporation at least one copy of the Bylaws with all amendments to date, and shall make the same, together with the minutes of the meeting of the stockholders, the annual statement of affairs of the Corporation and any voting trust or other stockholders agreement on file at the office of the Corporation, available for inspection by any officer, director or stockholder during reasonable business hours. He shall perform such other duties as may be assigned to him by the Board of Directors.

Section 7.    Assistant Treasurer and Secretary.

        The Board of Directors may designate from time to time Assistant Treasurers and Secretaries, who shall perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

Section 8.    Compensation; Removal; Vacancies.

        The Board of Directors shall have power to fix the compensation of all officers of the Corporation. It may authorize any committee or officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the compensation of such subordinate officers. The Board of Directors shall have the power at any regular or special meeting to remove any officer, if in the judgment of the Board the best interests of the Corporation will be served by such removal. The Board of Directors may authorize any officer to remove subordinate officers. The Board of Directors may authorize the Corporation's employment of an officer for a period in excess of the term of the Board. The Board of Directors at any regular or special meeting shall have power to fill a vacancy occurring in any office for the unexpired portion of the term.

Section 9.    Substitutes.

        The Board of Directors may from time to time in the absence of any one of its officers or at any other time, designate any other person or persons, on behalf of the Corporation to sign any contracts, deeds, notes or other instruments in the place or stead of any of such officers, and may designate any person to fill any one of said offices, temporarily or for any particular purpose; and any instruments so signed in accordance with a resolution of the Board shall be the valid act of the Corporation as fully as if executed by any regular officer.

ARTICLE IV.

Resignation

        Any director or officer may resign his office at any time. Such resignation shall be made in writing and shall take effect from the time of its receipt by the Corporation, unless some time be fixed in the resignation, and then from that date. The acceptance of a resignation shall not be required to make it effective.

ARTICLE V.

Commercial Paper, Etc.

        All bills, notes, checks, drafts and commercial paper of all kinds to be executed by the Corporation as maker, acceptor, endorser or otherwise, and all assignments and transfers of stock, contracts, or written obligations of the Corporation, and all negotiable instruments, shall be made in the name of the Corporation and shall be signed by any one or more of the following officers as the Board of Directors may from time to time designate, i.e. the Chairman of the Board, the President, any Vice President, or the Treasurer, or by such other person or persons as the Board of Directors or Executive Committee may from time to time designate.

ARTICLE VI.

Fiscal Year

        The fiscal year of the Corporation shall cover such period of 12 months as the Board of Directors may determine. In the absence of any such determination, the accounts of the Corporation shall be kept on a calendar year basis.

ARTICLE VII.

Seal

        The seal of the Corporation shall be in the form of two concentric circles inscribed with the name of the Corporation and the year and State in which it is incorporated. The Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, shall have the right and power to attest to the corporate seal. In lieu of affixing the corporate seal to any document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a corporate seal to affix the word "(SEAL)" adjacent to the signature of the person authorized to sign the document on behalf of the Corporation.

ARTICLE VIII.

Stock

Section 1.    Issue.

        Each stockholder shall be entitled to a certificate or certificates which shall represent and certify the number and class of shares of stock owned by him in the Corporation. Each certificate shall be signed by the Chairman of the Board, the President or any Vice President, and countersigned by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer, and sealed with the seal of the Corporation. The signatures of the Corporation's officers and its corporate seal appearing on stock certificates may be facsimiles if each such certificate is authenticated by the manual signature of an officer of a duly authorized transfer agent. Stock certificates shall be in such form not inconsistent with law or with the Charter, as shall be approved by the Board of Directors. In case any officer of the Corporation who has signed any certificate ceases to be an officer of the Corporation, whether by reason of death, resignation or otherwise, before such certificate is issued, then the certificate may nevertheless be issued by the Corporation with the same effect as if the officer had not ceased to be such officer as of the date of such issuance.

Section 2.    Transfers.

        The Board of Directors shall have power and authority to make all such rules and regulations as the Board may deem expedient concerning the issue, transfer and registration of stock certificates. The Board of Directors may appoint one or more transfer agents and/or registrars for its outstanding stock, and their duties may be combined. No transfer of stock shall be recognized or binding upon the Corporation until recorded on the books of the Corporation, or, as the case may be, of its transfer agent and/or of its registrar, upon surrender and cancellation of a certificate or certificates for a like number of shares.

Section 3.    Record Dates for Dividends and Stockholders' Meeting.

        The Board of Directors may fix a date not exceeding 90 days preceding the date of any meeting of stockholders, any dividend payment date of any date for the allotment of rights, as a record date for the determination of the stockholders entitled to notice of and to vote at such meeting, or entitled to receive such dividends or rights, as the case may be, and only stockholders of record on such date shall be entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be. In the case of a meeting of stockholders, the record date shall be fixed not less than ten days prior to the date of the meeting.

Section 4.    New Certificates.

        In case any certificate of stock is lost, stolen, mutilated or destroyed, the Board of Directors may authorize the issue of a new certificate in place thereof upon indemnity to the Corporation against loss and upon such other terms and conditions as it may deem advisable. The Board of Directors may delegate such power to any officer or officers of the Corporation or to any transfer agent or registrar of the Corporation; but the Board of Directors, such officer or officers or such transfer agent or registrar may, in their discretion, refuse to issue such new certificate save upon the order of some court having jurisdiction in the premises.

ARTICLE IX.

Notice

Section 1.    Notice to Stockholders.

        Whenever by law or these Bylaws notice is required to be given to any stockholder, such notice shall be in writing and may be given to each stockholder by leaving the same with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to him at his address as it appears on the books of the Corporation or its transfer agent. Such leaving or mailing of notice shall be deemed the time of giving such notice.

Section 2.    Notice to Directors and Officers.

        Whenever by law or these Bylaws notice is required to be given to any director or officer, such notice may be given in any one of the following ways: by personal notice to such director or officer, by telephone communication with such director or officer personally, by telegram, cablegram or radiogram, addressed to such director or officer at his then address or at his address as it appears on the books of the Corporation, or by depositing the same in writing in the post office or in a letter box in a postage paid, sealed wrapper addressed to such director or officer at his address as it appears on the books of the Corporation. The time when such notice shall be consigned to a communication company for delivery shall be deemed to be the time of the giving of such notice, and 48 hours after the time when such notice shall be mailed shall be deemed to be the time of the giving of such notice by mail.

Section 3.    Waiver of Notice.

        Notice to any stockholder or director of the time, place and/or purpose of any meeting of stockholders or directors required by these Bylaws may be dispensed with if such stockholder shall either attend in person or by proxy, or if such director shall attend in person, or if such absent stockholder or director shall, in writing filed with the records of the meeting either before or after the holding thereof, waive such notice.

ARTICLE X.

Voting of Stock in Other Corporations

        Any stock in other corporations, which may from time to time be held by the Corporation, may be represented and voted at any meeting of stockholders of such other corporations by the President or a Vice-President or by proxy or proxies appointed by the President or a Vice-President, or otherwise

pursuant to authorization thereunto given by a resolution of the Board of Directors adopted by a vote of a majority of the directors.

ARTICLE XI.

Indemnification

        To the maximum extent permitted by the Maryland law, the Corporation shall indemnify its currently acting and its former directors against any and all liabilities and expenses incurred in connection with their services in such capacities, shall indemnify its currently acting and its former officers to the full extent that indemnification shall be provided to directors, and shall indemnify, to the same extent, its employees and agents and persons who serve and have served, at its request as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture or other enterprise. The Corporation shall advance expenses to its directors, officers and the other persons referred to above to the extent permitted by Maryland law. The Board of Directors, may by Bylaw, resolution or agreement make further provision for indemnification of directors, officers, employees and agents to the extent permitted by Maryland law.

ARTICLE XII.

Amendments

        These Bylaws may be added to, altered, amended, repealed or suspended by a vote of a majority of the Board of Directors at any regular or special meeting of the Board.

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EX-3.26

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Exhibit 3.26

CERTIFICATE OF INCORPORATION

OF

HEALTH RESOURCES OF MASSACHUSETTS, INC.

        1.     The name of the corporation is Health Resources of Massachusetts, Inc.

        2.     The address of the corporation's registered office in Delaware is 15 East North Street, Dover (Kent County), Delaware 19901. United Corporate Services, Inc. is the corporation's registered agent at that address.

        3.     The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

        4.     The corporation shall have authority to issue a total of 3,000 shares of common stock of the par value of $0.01 per share.

        5.     The name of the sole incorporator is Dennis P. Powers and his mailing address is 411 Hackensack Avenue, Hackensack, New Jersey 07601.

        6.     The Board of Directors shall have the power to make, alter or repeal the by-laws of the corporation.

        7.     The election of the Board of Directors need not be written by ballot.

        8.     The corporation shall indemnify to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, each person who is or was a director or officer of the corporation and the heirs, executors and administrators of such a person.

        9.     No director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director for any act or omission occurring subsequent to the date when this provision becomes effective, except that he may be liable (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

/s/  DENNIS P. POWERS Dennis P. Powers
Sole Incorporator

Dated: September 29, 1995

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

HEALTH RESOURCES OF MASSACHUSETTS, INC.

Pursuant to Section 242 of the
General Corporation Law of Delaware

The undersigned, the Secretary of Health Resources of Massachusetts, Inc., a Delaware corporation (the "Corporation"), does hereby certify as follows:

        1.     Paragraph 1 of the Certificate of Incorporation of the Corporation is amended to read in its entirety as follows:

        "1.   The name of the corporation is Encare of Massachusetts, Inc."

        2.     Pursuant to Sections 228 and 242 of the General Corporation Law of Delaware, the foregoing amendment was duly adopted by the unanimous joint written consent of the Board of Directors of the Corporation and the sole stockholder of the Corporation on October 24, 1995.

        Dated: October 24, 1995

/s/  BRADFORD C. BURKETT Bradford C. Burkett
Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

ENCARE OF MASSACHUSETTS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

        The present registered agent of the corporation is UNITED CORPORATE SERVICES, INC. and the present registered office of the corporation is in the county of KENT COUNTY.

        The Board of Directors of ENCARE OF MASSACHUSETTS, INC. adopted the following resolution on the 11^th day of May, 1998.

        Resolved, that the registered office of ENCARE OF MASSACHUSETTS, INC. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

        IN WITNESS WHEREOF, ENCARE OF MASSACHUSETTS, INC. has caused this statement to be signed by Ira C. Gubernick, its Secretary, this 15^th day of May, 1998.

/s/  IRA C. GUBERNICK Ira C. Gubernick, Secretary

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Exhibit 3.27

BY-LAWS
OF
ENCARE OF MASSACHUSETTS, INC.
(a Delaware corporation)

ARTICLE I
Stockholders

        SECTION 1.    Annual Meetings.    The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

        SECTION 2.    Special Meetings.    Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

        SECTION 3.    Notice of Meetings.    Written notice of all meetings of the stockholders shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

        SECTION 4.    Stockholder Lists.    The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

        SECTION 5.    Quorum.    Except as otherwise provided by law or the Corporation's Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

        SECTION 6.    Organization.    Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman's absence the Vice-Chairman, if any, or if none or in the Vice-Chairman's absence the Chief Executive Officer, if any, or if none or in the Chief Executive

Officer's absence the President, if any, or if none or in the President's absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary's absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

        SECTION 7.    Voting; Proxies; Required Vote.    (a) At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder's duly authorized attorney-in-fact, and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these By-laws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

        (b)   Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the Corporation having a majority of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

        SECTION 8.    Inspectors.    The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II
Board of Directors

        SECTION 1.    General Powers.    The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

        SECTION 2.    Qualification; Number; Term; Remuneration.    (a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the entire Board shall be two (2), or such larger number as may be fixed from time to time by action of the stockholders or Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase

"entire Board" herein refers to the total number of directors, which the Corporation would have if there were no vacancies.

        (b)   Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

        (c)   Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

        SECTION 3.    Quorum and Manner of Voting.    Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

        SECTION 4.    Places of Meetings.    Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

        SECTION 5.    Annual Meeting.    Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders' meeting is held.

        SECTION 6.    Regular Meetings.    Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

        SECTION 7.    Special Meetings.    Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the Chief Executive Officer, the President, or by a majority of the directors then in office.

        SECTION 8.    Notice of Meetings.    A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting.

        SECTION 9.    Organization.    At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman's absence or inability to act the Chief Executive Officer, if any, or if none or in the Chief Executive Officer's absence or inability to act the President, if any, or if none or in the President's absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President's absence or inability to act a chairman chosen by the directors, shall preside.

        SECTION 10.    Resignation.    Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the Chief Executive Officer, President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

        SECTION 11.    Vacancies.    Unless otherwise provided in these By-laws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining

directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

        SECTION 12.    Action by Written Consent.    Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III
Committees

        SECTION 1.    Appointment.    From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

        SECTION 2.    Procedures, Quorum and Manner of Acting.    Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

        SECTION 3.    Action by Written Consent.    Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

        SECTION 4.    Term; Termination.    In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV
Officers

        SECTION 1.    Election and Qualifications.    The Board of Directors shall elect the officers of the Corporation, which shall include a Chief Executive Officer, a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such assistant secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these By-laws and as may be assigned by the Board of Directors or the Chief Executive Officer. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-laws.

        SECTION 2.    Term of Office and Remuneration.    The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

        SECTION 3.    Resignation; Removal.    Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the Chief Executive

Officer, the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board.

        SECTION 4.    Chairman of the Board.    The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

        SECTION 5.    Chief Executive Officer.    The Chief Executive Officer shall have such duties as customarily pertain to that office. The Chief Executive Officer shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

        SECTION 6.    President.    The President shall, subject to the control of the Chief Executive Officer, have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and employees, and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

        SECTION 7.    Vice-President.    A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors, the Chief Executive Officer or the President.

        SECTION 8.    Treasurer.    The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors, the Chief Executive Officer or the President.

        SECTION 9.    Secretary.    The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors, the Chief Executive Officer or the President.

        SECTION 10.    Assistant Officers.    Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V
Indemnification

        SECTION 1.    Indemnification of Directors and Officers.    The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, any director or officer of the Corporation who was or is a party or is threatened to be made a party to, or is involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, partner, trustee, employee or agent or in any other capacity while serving as a director, officer, partner, trustee, employee or agent, against all expenses, liability and loss (including attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue as to a person who has ceased to be a director, officer, partner, trustee, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators; provided, however, that, except as provided in Section 4 of this Article V, the Corporation shall indemnify any such person

seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors.

        SECTION 2.    Indemnification of Employees and Agents.    The Corporation may indemnify any employee or agent of the Corporation who is not a director or officer of the Corporation to an extent greater than that required by law only if and to the extent that the Board of Directors may, from time to time in their discretion, so determine.

        SECTION 3.    Advancement of Expenses.    Expenses, including attorneys' fees, incurred by a director or officer of the Corporation in defending any Proceeding referred to in Section 1 of this Article V, shall be paid by the Corporation, in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that such officer or director is not entitled to be indemnified by the Corporation as authorized in this Article V, which undertaking may be secured or unsecured, in the discretion of the Board of Directors.

        SECTION 4.    Procedures and Presumptions Under This Article.    If a claim under Section 1 of this Article V is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

        SECTION 5.    Indemnification Provided in this Article Not Exclusive.    The indemnification and advancement of expenses provided under this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, the Certificate of Incorporation, these By-laws, any agreement, vote of stockholders or of disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office. Without limiting the generality or effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than or in addition to the indemnification provided for in this Article V.

        SECTION 6.    Article Deemed a Contract.    This Article V shall be deemed a contract between the Corporation and each director or officer of the Corporation, or individual who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, who serves in such capacity at any time while this Article V is in effect, and no repeal, amendment, or other modification of this Article V shall affect any rights or obligations then existing with respect to any state of facts then or therefore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in while or in part upon any such state of facts.

        SECTION 7.    Savings Clause.    If this Article V or any portion thereof shall be invalidated or found unenforceable on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee or agent of the Corporation against expenses (including attorneys' fees), judgments, fines, excise taxes, penalties and amounts paid in settlement with

respect to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, to the fullest extent permitted by any applicable portion of this Article V that shall not have been invalidated or found unenforceable, or by any other applicable law.

        SECTION 8.    Insurance.    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or individual serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law.

ARTICLE VI
Books and Records

        SECTION 1.    Location.    The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the By-laws and by such officer or agent as shall be designated by the Board of Directors.

        SECTION 2.    Addresses of Stockholders.    Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder's address as it appears on the records of the Corporation.

        SECTION 3.    Fixing Date for Determination of Stockholders of Record.    (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

        (b)   In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

        (c)   In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for

determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VII
Certificates Representing Stock

        SECTION 1.    Certificates; Signatures.    The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the Chief Executive Officer, President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

        SECTION 2.    Transfers of Stock.    Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

        SECTION 3.    Fractional Shares.    The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

        The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

        SECTION 4.    Lost, Stolen or Destroyed Certificates.    The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VIII
Dividends

        Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the

Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE IX
Ratification

        Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE X
Corporate Seal

        The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE XI
Fiscal Year

        The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE XII
Waiver of Notice

        Whenever notice is required to be given by these By-laws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XIII
Bank Accounts, Drafts, Contracts, Etc.

        SECTION 1.    Bank Accounts and Drafts.    In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the

check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

        SECTION 2.    Contracts.    The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

        SECTION 3.    Proxies; Powers of Attorney; Other Instruments.    The Chairman, Chief Executive Officer, President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

        SECTION 4.    Financial Reports.    The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIV
Amendments

        The Board of Directors shall have power to adopt, amend or repeal By-laws. By-laws adopted by the Board of Directors may be repealed or changed, and new By-laws made, by the stockholders, and the stockholders may prescribe that any By-law made by them shall not be altered, amended or repealed by the Board of Directors.

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Exhibit 3.27

BY-LAWS OF ENCARE OF MASSACHUSETTS, INC. (a Delaware corporation)

EX-3.28

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Exhibit 3.28

[STAMP]

CERTIFICATE OF INCORPORATION
OF
GENESIS HOLDINGS, INC.

1.

The name of the Corporation is:

GENESIS HOLDINGS, INC.

2.

The address of its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle 19805, and its registered agent at such address is CORPORATION SERVICE COMPANY.

3.

The nature of the Corporation's business or purposes to be conducted or promoted shall be confined to the maintenance and management of the Corporation's intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside of the State of Delaware, and ancillary activities incident thereto; provided, however, that the Corporation shall not engage in any activity contrary to Section 1902(b) (8) of Title 30 of the Delaware Code, as the same exists or may hereafter be amended from time to time.

4.

The total number of shares of capital stock which the Corporation shall have authority to issue is 3,000 shares of common stock, par value $.01 per share, amounting in aggregate to $30.

5.

The name and address of the incorporator is:

Lynne M. Stewart
Corporation Service Company
1013 Centre Road
Wilmington, DE 19805

6.

The Corporation is to have perpetual existence.

7.

In furtherance and not in limitation of the powers conferred by statute:

(a)

The board of directors is expressly authorized to make, alter or repeal the bylaws of the Corporation.

(b)

Elections of the Corporation's directors need not be by written ballot, unless the bylaws of the Corporation shall so provide.

(c)

Annual meetings of the board of directors and the stockholders of the Corporation shall be held within the State of Delaware.

(d)

The books and records of the Corporation may be kept (subject to any provisions set forth by statute) inside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation.

8.

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for breach of fiduciary duty as a director.

9.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

        I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do hereby make this Certificate of Incorporation of GENESIS HOLDINGS, INC., declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this seventeenth day of August, 1988.

/s/  LYNNE M. STEWART Lynne M. Stewart
Incorporator

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:02 PM 12/03/2003
FILED 10:01 AM 12/03/2003
SRV 030772360—2169779 FILE

CERTIFICATE OF AMENDMENT
OF
*CERTIFICATE OF INCORPORATION
OF
GENESIS HOLDINGS, INC.

*****

Genesis Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

        DOES HEREBY CERTIFY:

        FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Genesis Holdings, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

"The name of the company shall be NeighborCare Holdings, Inc."

        SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

        THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

        FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on December 3, 2003.

        IN WITNESS WHEREOF, said company has caused this certificate to be signed by Michael S. Sherman, VP & Asst. Corporate Secretary, this First day of December, 2003.

Genesis Holdings, Inc.
By:	/s/  MICHAEL S. SHERMAN Michael S. Sherman VP & Asst. Corp. Secretary

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Exhibit 3.28

CERTIFICATE OF INCORPORATION OF GENESIS HOLDINGS, INC.

EX-3.30

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Exhibit 3.30

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 07/18/2002
020460300—3548923

CERTIFICATE OF INCORPORATION
OF
GENEVA SUB, INC.

        THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that:

        FIRST: The name of the Corporation is: Geneva Sub, Inc.

        SECOND: The address of the registered office of the Corporation in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19081. The name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

        THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.

        FOURTH. The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000, all of which shares shall be Common Stock having a par value of $0.01.

        FIFTH: The name and mailing address of the incorporator are Lisa C. Holahan, c/o Genesis Health Ventures, Inc., 101 E. State Street, Kennett Square, PA 19348.

        SIXTH: In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in these articles of incorporation, by-laws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation, but any by-laws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

        SEVENTH: (a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of the Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b)

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against

expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt By-laws or enter into agreements with any such person for the purpose of providing for such indemnification.

        IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 18^th day of July, 2002.

/s/  LISA C. HOLAHAN Lisa C. Holahan
Sole Incorporator

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Exhibit 3.30

CERTIFICATE OF INCORPORATION OF GENEVA SUB, INC.

EX-3.32

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Exhibit 3.32

        [SEAL]

HEALTHOBJECTS, INC.

ARTICLES OF INCORPORATION

THIS IS TO CERTIFY THAT:

FIRST: The undersigned, Joseph P. Kempler, whose address is c/o Hodes, Ulman, Pessin & Katz, P.A., 10500 Little Patuxent Parkway, Suite 420, Columbia, Maryland 21044, being at least eighteen (18) years of age, does hereby form a corporation under the general laws of the State of Maryland.

SECOND: The name of the corporation (which is hereinafter called the "Corporation") is:

HealthObjects, Inc.

THIRD: The Corporation is formed for the purpose of carrying on any lawful business.

FOURTH: The address of the principal office of the Corporation in this State is 7 East Lee Street, Baltimore, Maryland 21202.

FIFTH: The resident agent of the Corporation is Michael G. Bronfein, whose address is 7 East Lee Street, Baltimore, Maryland 21202. The resident agent is a citizen of and resides in the State of Maryland.

SIXTH: The total number of shares of stock which the Corporation has authority to issue is 5,000 shares, no par value per share, all of one class.

SEVENTH: The Corporation shall have a board of four directors unless the number is increased or decreased in accordance with the bylaws of the Corporation. However, the number of directors shall never be less than the minimum number required by the Maryland General Corporation Law. The initial directors are: Michael G. Bronfein, Stanton G. Ades, Renee B. Ades and Jessica A. Bronfein.

EIGHTH: (a) The Corporation reserves the right to make any amendment of the charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in the charter, of any shares of outstanding stock.

        (b)   The board of directors of the Corporation may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the board of directors may deem advisable, subject to such restrictions or limitations, if any, as may be set forth in the bylaws of the Corporation.

        (c)   The board of directors of the Corporation may, by articles supplementary, classify or reclassify any unissued stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the stock.

NINTH: No holder of shares of stock of any class shall have any preemptive right to subscribe to or purchase any additional shares of any class, or any bonds or convertible securities of any nature; provided, however, that the board of directors may, in authorizing the issuance of shares of stock of any class, confer any preemptive right that the board of directors may deem advisable in connection with such issuance.

TENTH: To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the charter or bylaws inconsistent with this

Article, shall apply to or affect in any respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

        IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the same to be my act on this 15^th day of MARCH, 1995.

/s/  JOSEPH P. KEMPLER Joseph P. Kempler

2

                                                 OLD NAME: HEALTHOBJECTS, INC.
                                                 NEW NAME: H.O. SUBSIDIARY, INC.

ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

FIRST: The charter of HealthObjects, Inc., a Maryland corporation (the "Corporation"), is hereby amended by deleting existing Article SECOND in its entirety and adding a new article to read as follows:

        "SECOND: The name of the corporation (which is hereinafter referred to as the "Corporation") is:

H.O. Subsidiary, Inc."

SECOND: The amendment to the charter of the Corporation as set forth above has been duly advised by the board of directors and approved by the stockholders of the Corporation as required by law.

THIRD: The undersigned president acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned president acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

        IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in its name and on its behalf by its president and attested to by its secretary on this 1st day of July, 1996.

ATTEST:	OLD NAME:	HEALTHOBJECTS, INC.
	NEW NAME:	H.O. SUBSIDIARY, INC.
/s/  STEVEN G. BASS Steven G. Bass, Secretary	By:	/s/  MICHAEL G. BRONFEIN      Michael G. Bronfein, President

3

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Exhibit 3.32

EX-3.34

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Exhibit 3.34

ARTICLES OF AMENDMENT
AND RESTATEMENT
OF
HEALTH CONCEPTS AND SERVICES, INC.

        These Amended and Restated Articles of Incorporation amend and restate the Articles of Incorporation of Health Concepts & Services, Inc. (formerly Keene Health Care Services, Inc.), originally filed on July 3, 1985 and amended November 15, 1989, to read in their entirety as set forth below. The Corporation desires to amend its charter to eliminate its status as a close corporation and to enlarge its purpose. The Corporation desires to restate all other provisions of its Charter currently in effect. The provisions set forth in this Amended and Restated Certificate of Incorporation are all the provisions of the charter to be in effect.

        The Corporation is currently a close corporation and pursuant to its Bylaws has no Board of Directors. All of the powers of a Board of Directors are vested in the sole shareholder. This Amended and Restated Articles of Incorporation has been approved by the Sole Shareholder.

        The Corporation hereby certifies to the State Department of Assessments and Taxation of Maryland that:

        FIRST: The name of this Corporation shall be:

Health Concepts and Services, Inc.

        SECOND: The Corporation's principal address in this state is: 7034 Golden Ring Road, Baltimore, Maryland 21237. The name and address of the Corporation's registered agent is: The Corporation Trust Incorporated, 32 South St., Baltimore, MD 21202.

        THIRD: The Corporation shall no longer operate as a close corporation as authorized by Section 4-202 of the General Corporation Law of Maryland.

        FOURTH: The Corporation shall have at least two directors. The names of the directors currently in office are:

Michael R. Walker
Richard R. Howard
David C. Barr
Milton S. Moskowitz

        FIFTH: The purpose or purposes of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Maryland.

        SIXTH: The total number of shares of stock which the Corporation shall have the authority to issue is Two Thousand Five Hundred (2,500) with no par value, all of one class.

        SEVENTH: The duration of the Corporation shall be perpetual.

        IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on this 1st day of June, 1993, and its President acknowledges that these Amended and Restated Articles of Incorporation are the act and deed of Health Concepts & Services, Inc. and, under the penalties of perjury, that the matters and facts

set forth herein with respect to the authorization and approval are true in all material respects to the best of his knowledge, information and belief.

		HEALTH CONCEPTS & SERVICES, INC.
		By:	/s/  GEORGE V. HAGER, JR., George V. Hager, Jr., Vice President
ATTEST:	/s/  LEWIS J. HOCH Lewis J. Hoch Secretary

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Exhibit 3.34

ARTICLES OF AMENDMENT AND RESTATEMENT OF HEALTH CONCEPTS AND SERVICES, INC.

EX-3.36

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Exhibit 3.36

        [SEAL]

NEIGHBORWARE HEALTH SYSTEMS, INC.

ARTICLES OF INCORPORATION

THIS IS TO CERTIFY THAT:

FIRST: The undersigned, Joseph P. Kempler, whose address is c/o Hodes, Ulman, Pessin & Katz, P.A., 10500 Little Patuxent Parkway, Suite 420, Columbia, Maryland 21044, being at least eighteen (18) years of age, does hereby form a corporation under the general laws of the State of Maryland.

SECOND: The name of the corporation (which is hereinafter called the "Corporation") is:

NeighborWare Health Systems, Inc.

THIRD: The Corporation is formed for the purpose of carrying on any lawful business.

FOURTH: The address of the principal office of the Corporation in this State is 7 East Lee Street, Baltimore, Maryland 21202.

FIFTH: The resident agent of the Corporation is Michael G. Bronfein, whose address is 7 East Lee Street, Baltimore, Maryland 21202. The resident agent is a citizen of and resides in the State of Maryland.

SIXTH: The total number of shares of stock which the Corporation has authority to issue is 5,000 shares, no par value per share, all of one class.

SEVENTH: The Corporation shall have a board of four directors unless the number is increased or decreased in accordance with the bylaws of the Corporation. However, the number of directors shall never be less than the minimum number required by the Maryland General Corporation Law. The initial directors are: Michael G. Bronfein, Stanton G. Ades, Renee B. Ades and Jessica A. Bronfein.

EIGHTH: (a) The Corporation reserves the right to make any amendment of the charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in the charter, of any shares of outstanding stock.

        (b)   The board of directors of the Corporation may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the board of directors may deem advisable, subject to such restrictions or limitations, if any, as may be set forth in the bylaws of the Corporation.

        (c)   The board of directors of the Corporation may, by articles supplementary, classify or reclassify any unissued stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the stock.

NINTH: No holder of shares of stock of any class shall have any preemptive right to subscribe to or purchase any additional shares of any class, or any bonds or convertible securities of any nature; provided, however, that the board of directors may, in authorizing the issuance of shares of stock of any class, confer any preemptive right that the board of directors may deem advisable in connection with such issuance.

TENTH: To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the charter or bylaws inconsistent with this

Article, shall apply to or affect in any respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

        IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the same to be my act on this 1^st day of MARCH, 1995.

/s/  JOSEPH P. KEMPLER Joseph P. Kempler

2

                                                 OLD NAME: NEIGHBORWARE HEALTH SYSTEMS, INC.
                                                 NEW NAME: HEALTHOBJECTS CORPORATION

ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

FIRST: The charter of NeighborWare Health Systems, Inc., a Maryland corporation (the "Corporation"), is hereby amended by deleting existing Article SECOND in its entirety and adding a new article to read as follows:

        "SECOND: The name of the corporation (which is hereinafter referred to as the "Corporation") is:

HealthObjects Corporation."

SECOND: The amendment to the charter of the Corporation as set forth above has been duly advised by the board of directors and approved by the stockholders of the Corporation as required by law.

THIRD: The undersigned president acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned president acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

        IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in its name and on its behalf by its president and attested to by its secretary on this 1st day of July, 1996.

ATTEST:	OLD NAME:	NEIGHBORWARE HEALTH SYSTEMS, INC.
	NEW NAME:	HEALTHOBJECTS CORPORATION
/s/  JESSICA A. BRONFEIN Jessica A. Bronfein, Secretary	By:	/s/  STEVEN BASS      Steven Bass, President

3

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Exhibit 3.36

EX-3.38

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Exhibit 3.38

KEN HECHLER Secretary of State State Capitol, W-139 Charleston, WV 25305 (304) 342-8000	WEST VIRGINIA [STAMP]	FILE IN DUPLICATE ORIGINALS FEE: AS PER SCHEDULE ON PAGE 4 — BUSINESS CORPORATION     (stock, for profit):     Complete all items except 3.A. — NON-PROFIT CORPORATION     (membership, nonstock):     Complete all items except 3.B. & 7
		FILED OCT 14 1994 IN THE OFFICE OF SECRETARY OF STATE WEST VIRGINIA

WEST VIRGINIA

ARTICLES OF INCORPORATION

of

HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC.

The undersigned, acting as incorporator(s) of a corporation under Chapter 31, Article 1, Section 27 of the West Virginia Code, adopt(s) the following Articles of Incorporation for such corporation:

1.	The undersigned agree to become a West Virginia corporation by the name of
	Horizon Medical Equipment and Supply, Inc.
	(The name of the corporation shall contain one of the words "corporation," "company," "incorporated," "limited" or shall contain an abbreviation of one of such words: (§31-1-11, W. Va. Code)
2.	A.	The address at the physical location of the principal office of the corporation will be 1369 Stewartstown Road street, in the city, town or village of Morgantown, county of Monongalia, State of West Virginia, Zip Code 26505. The mailing address of the above location, if different, will be Same Address.
	B.	The address at the physical location of the principal place of business in West Virginia of the corporation, if different than the above address, will be Same Address street, in the city, town or village of , County, West Virginia, Zip Code  . The mailing address of the above location, if different, will be Same Address.
3.	This corporation is organized as:
	A.	Non-stock, non-profit  .
	or
	B.	Stock, for profit     XXX     , and the aggregate value of the authorized capital stock of said profit corporation will be     $1,000.00     dollars, which shall be divided into         1,000         shares of the par value of                             $1.00                             (no. of shares)                                                  (or state "without par value," if applicable)
		dollars each. (If the shares are to be divided)

PLEASE DOUBLE SPACE; IF MORE SPACE IS NEEDED, USE ADDITIONAL SPACE ON PAGE 4 AND ADD PAGES:

5.

The purpose(s) for which this corporation is formed (which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated in West Virginia), is(are) as follows:

To provide rehabilitation and related services to nursing homes and to engage in and to do any or all lawful business for which corporations may be incorporated under the West Virginia Corporation Act.

6.

The provisions for the regulation of the internal affairs of the corporation, which the incorporators elect to set forth in the articles of incorporation, are as follows:

None

7.

The provisions granting, limiting or denying preemptive rights to shareholders, if any, are as follows:

None

8.

The full name(s) and address(es) of the incorporator(s), including street and street numbers, if any, and the city, town or village, including the zip code, and the number of shares subscribed for by each is(are) as follows:

NAME	ADDRESS	Number of Shares (Optional)
Michael J. Dempster	c/o Houston Harbaugh 1200 Two Chatham Center Pittsburgh, Pennsylvania 15219	None

9.

The number of directors constituting the initial board of directors of the corporation is Three (3) and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders/members, or until their successors are elected and shall qualify, are as follows:

NAME	ADDRESS
Mark R. Nesselroad	1369 Stewartstown Road Morgantown, West Virginia 26505
Glenn T. Adrian	1369 Stewartstown Road Morgantown, West Virginia 26505
Jeffrey Smith	1369 Stewartstown Road Morgantown, West Virginia 26505

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The name and address of the appointed person to whom notice or process may be sent is Mr. Mark R. Nesselroad, 1369 Stewartstown Road, Morgantown, West Virginia 26505.

ACKNOWLEDGEMENT

I(We), the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this "Articles of Incorporation."

In witness whereof, I(we) have accordingly hereunto set my(our) respective hands this 10th day of October, 1994.

(All incorporators must sign below. Names and signatures must appear the same throughout the Articles of Incorporation.) PHOTOCOPIES OF THE SIGNATURES OF THE INCORPORATORS AND THE NOTARY PUBLIC CANNOT BE ACCEPTED.

		/s/  MICHAEL J. DEMPSTER Michael J. Dempster
STATE OF	PENNSYLVANIA
COUNTY OF	ALLEGHENY

I, Linda A. Bogesderfer, a Notary Public, in and for the county and state aforesaid, hereby certify that (names of all incorporators as shown in Item 8 must be inserted in this space by official taking acknowledgement)

Michael J. Dempster

whose name(s) is(are) signed to the foregoing Articles of Incorporation, this day personally appeared before me in my said county

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Exhibit 3.38

EX-3.39

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Exhibit 3.39

BY LAWS OF HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC.

ARTICLE I

OFFICES

Section 1.01.    Registered Office.    The initial registered office of the corporation shall be at 1369 Stewartstown Road, Morgantown, WV 26505. The board of directors may change the corporation's registered office or registered agent, or both, in the manner set forth in the West Virginia Corporation Act (herein called the "Act").

Section 1.02.    Other Offices.    The corporation may also have offices at such other places, both within and without the State of West Virginia, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.01.    Place of Meeting.    Meetings of the shareholders shall be held in such place and at such address as shall be specified in the notice of such meeting.

Section 2.02.    Annual Meetings—Election of Directors.    Annual meetings of shareholders, commencing with the year 1996 shall be held in May at such other hour as may be named in the notice of the meeting, at which they shall elect a board of directors, and transact such other business as may properly be brought before the meeting.

Section 2.03.    Special Meetings.    Special meetings of the shareholders, for any purpose or purposes, unless otherwise proscribed by the Act or by the articles of incorporation, may be called by the chairman of the board, the president or secretary, and shall be called by the chairman of the board, the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of the holders owning at least one-tenth in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

Section 2.04.    Notices.    Written or printed notice of the annual or any special meeting stating the place, day, and hour of meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote not less than ten or more than fifty days before the date of the meeting, either personally or by mail by or at the direction of the chairman of the board, the president, the secretary or the officer or person calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at the address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 2.05.    Voting List.    The officer who has charge of the stock transfer books of the corporation shall make, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at said meeting or any adjournment thereof, arranged in alphabetical order, with address of and the number of shares held by each. Such list shall be kept on file at the registered office of the corporation for a period of ten days prior to such meeting and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of meeting. The original stock transfer books shall be prima facie evidence as to who are shareholders entitled to examine such list or transfer books and to vote at any meeting of shareholders.

Section 2.06.    Quorum.

        (a)   The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represent by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by the Act or by the articles of incorporation. If, however, such quorum shall not be present or represented at the meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

        (b)   When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting power present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Act or the articles of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.07.    Voting Rights.    At any meeting of shareholders—

        (a)   Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation as permitted by the Act.

        (b)   Treasury shares, shares of stock owned by another corporation of which the majority of the voting stock is owned or controlled by this corporation, and shares of stock held by this corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.

        (c)   A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. No proxy shall be voted after eleven months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

        (d)   At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote.

        (e)   Shares standing in the name of another corporation, domestic or foreign, may be voted on by such officer, agent, or proxy as the bylaws of such corporation may authorize or, in the absence of such authorization, as the board of directors of such corporation may determine.

        (f)    Shares held by an administrator, guardian or conservator may be voted by him so long as such shares forming part of an estate are in the possession and forming a part of the estate being served by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name as trustee.

        (g)   Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

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        (h)   A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

        (i)    Directors shall be elected by cumulative voting.

Section 2.08.    Method of Voting.    Voting on any question or in any election may be by voice vote or show of hands unless the presiding officer shall order, or the holders of at least ten percent of the shares entitled to vote shall demand, that voting be by written ballot.

Section 2.09.    Order of Business at Meeting.    The order of business at annual meetings and, so far as practicable, at other meetings of shareholders, shall be as follows, unless changed by the Board of Directors:

        (1) Call to order; (2) Proof of due notice of meeting; (3) Determination of quorum and examination of proxies; (4) Announcement of availability of voting list; (5) Announcement of distribution of annual statement; (6) Reading and approval of minutes of last meeting of shareholders; (7) Reports of officers and committees; (8) Unfinished business; (9) New Business; (10) Nomination and election of directors; (11) Other business; (12) Adjournment.

Section 2.10.    Unanimous Consent.    Any action required to be or which may be taken at a meeting of the shareholders, may [be?] taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by all of the shareholders entitled to vote on the subject matter and such consent shall have the same effect as a unanimous vote.

ARTICLE III

DIRECTORS

Section 3.01.    Number.    The business and affairs of the corporation shall be managed by a board of not less than one or more directors, who need not be residents of the State of West Virginia or shareholders of the corporation. The number of directors may be decreased or increased to any number more than one by resolution of the board of directors, but no decrease shall have the effect of shortening the term of any incumbent director.

Section 3.02.    Election.    At the first annual meeting of shareholders, and at each annual meeting thereafter, the shareholders, shall elect directors to hold office until the succeeding annual meeting. Each director elected shall hold office until his successor shall be elected and qualified or until he has been removed as provided in Section 3.04. Directors shall be elected by plurality vote.

Section 3.03.    Vacancies.

        (a)   Vacancies on the board of directors resulting from any cause other than an increase in the number of directors may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

        (b)   Any directorship to be filled by reason of an increase in the authorized number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

Section 3.04.    Removal.    Any director may be removed from his position as a director, either with or without cause, at any special meeting of shareholders, if notice of intention to act upon the question of removing such director shall have been stated as one of the purposes for the calling of such meeting.

Section 3.05.    Compensation of Directors.    The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude

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any director from serving the corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.06.    Meetings of the Board of Directors.

        (a)   Place. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of West Virginia.

        (b)   Annual Meeting. The board of directors shall meet each year immediately after the annual meeting of shareholders, at the place where such meeting of shareholders was held, unless a different time and place be fixed by the vote of the shareholders at the annual meeting, for the purpose of organization, election of officers, and consideration of any other business that may properly be brought before the meeting. No notice of such meeting shall be necessary to either old or new members of the board of directors. In the event such meeting is not held immediately following the annual meeting, or at the time and place as fixed by the shareholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

        (c)   Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board by resolution.

        (d)   Special Meetings. Special meetings of the board of directors may be called by the chairman of the board or by the president, and shall be called by the president or secretary upon the written request of two directors. Written notice of special meetings of the board of directors shall be given to each director at least three days before the date of the meetings.

        (e)   Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by the Act or by the articles of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

        (f)    Minutes. The board of directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the corporation.

Section 3.07.    Unanimous Consent.    Any action required to be or which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof and then delivered to the secretary of the corporation for inclusion in the minute book of the corporation. Such consent shall have the same effect as an unanimous vote.

ARTICLE IV

OFFICERS

Section 4.01.    Enumeration.    The officers of the corporation shall be appointed by the board of directors, and there shall be a president, one or more vice presidents (with or without such descriptive titles as the board of directors may deem appropriate), a secretary and a treasurer. The board may also appoint any one or more persons to one of the following offices: Chairman of the Board, Chief Executive Officer, assistant secretaries and assistant treasurers. Any two or more offices may be held by the same person. The board of directors may appoint such other officers and agents as it shall deem

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necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.02    General Duties.    All officers and agents of the corporation. as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in the bylaws, or as may be determined by resolutions of the board of directors not inconsistent with the bylaws.

Section 4.03    Election and Term of Office.    The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders, or as soon thereafter as conveniently as vacancies may be filled or new offices filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner provided in Section 4.04.

Section 4.04.    Removal.    Any officer or agent elected or appointed by the board of directors or the executive committee may be removed by the board of directors whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.05.    Resignations.    Any officer may resign at any time by giving notice to the board of directors, or to the chairman of the board, president or secretary. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06.    Vacancies.    Any vacancy in any office because of death, resignation, removal, or other cause, shall be filled for the unexpired portion of the term in the manner prescribed in the bylaws for the election or appointment to such office.

Section 4.07.    Salaries.    The salaries of the officers shall be fixed, from time to time, by the board of directors. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

Section 4.08a.    Chairman of the Board.    If there be a Chairman of the Board of Directors, he shall be chosen from among the directors and shall be the ranking executive officer of the corporation. He shall have the power to call special meetings of the shareholders and of the directors for any purpose or purposes, and he shall preside at all meetings of the shareholders and of the board of directors, unless he shall be absent or unless he shall, at his option, designate the president to preside in his stead at some particular meeting. The chairman of the board shall have all of the powers granted by the bylaws to the president including the power to make and sign contracts and agreements in the name and on behalf of the corporation. He shall, in general, have supervisory power over the president, the other officers and the business activities of the corporation, subject to the approval or review of the board of directors.

Section 4.08b.    Chief Executive Officers.    If there be one or more Chief Executive Officers, they need not be chosen from among the directors and, subject to the Chairman of the Board, shall be the ranking executive officer of the corporation. He shall have the power to call special meetings of the shareholders and of the directors for any purpose or purposes. The Chief Executive Officer shall have all of the powers granted by the bylaws to the president including the power to make and sign contracts and agreements in the name and on behalf of the corporation and shall be an ex officio member of all standing committees. He shall, in general, have supervisory power over the president, the other officers and the business activities of the corporation, subject to the approval or review of the board of directors and the Chairman of the Board.

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Section 4.09.    President.    If there be a Chairman of the Board of Directors and/or Chief Executive Officer(s), the powers and duties of a president shall be subject to the powers and duties of the Chairman of the Board of Directors and/or Chief Executive Officer(s). If there be no such officers, the president shall have all the powers and duties provided for in Section 4.08a herein. The president, who need not be chosen from among the directors, shall be an ex officio member of all standing committees, shall, subject to the powers conferred under Section 4.08a and Section 4.08b of this article, have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed, and in general shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of the president and such other duties as may be prescribed by the board of directors from time to time.

Section 4.10.    Vice Presidents.    The vice presidents in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president. If one of the vice presidents be designated as executive vice president, he shall be the senior vice president. They shall generally assist the president and exercise such other powers and perform such other duties as are delegated to them by the president and as the board of directors may prescribe.

Section 4.11.    Secretary.    The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and shall keep or cause to be kept in books provided for that purpose the minutes of all meetings of the board of directors and all meetings of shareholders and shall perform like duties for the standing committees when required. He shall see that all notices are duly given in accordance with the provisions of these bylaws and as required by law. He shall be custodian of the records (other than financial records) and the seal of the corporation and, when authorized by the board of directors, shall affix the same to any instrument requiring it, and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary, any of which signatures may be facsimile. In general, he shall perform all duties incident to the office of secretary and such other duties as may, from time to time be assigned to him by the board of directors, the chairman of the board, or the president.

Section 4.12.    Assistant Secretaries.    The assistant secretaries in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the board of directors, the chairman of the board, or the president may from time to time prescribe.

Section 4.13.    Treasurer.    The treasurer shall be the financial officer of the corporation, shall have charge and custody of, and be responsible for, all funds and securities of the corporation; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; and shall deposit all such funds and other valuable effects in the name and to the credit of the corporation in such banks or other depositories as shall be designated by the board of directors. In general, he shall perform all the duties incident to the office of treasurer and such other duties as, from time to time, may be designated to him by the board of directors, the chairman of the board or the president. He shall render to the president and the board of directors, whenever the same shall be required, an account of all his transactions as treasurer and of the financial condition of the corporation.

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Section 4.14.    Assistant Treasurers.    The assistant treasurers in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the board of directors, the chairman of the board or the president may from time to time prescribe.

Section 4.15.    Bonding.    If required by the board of directors, all or any one or more of the officers (and particularly the treasurer and assistant treasurers), shall give the corporation a bond in such amount, with such surety or sureties, and subject to such renewal requirements, as may be ordered by the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE V

INDEMNIFICATION OF DIRECTORS,
OFFICERS AND EMPLOYEES

The corporation shall have all the powers to indemnify as granted by the Act, including, but not limited to the power to indemnify any director, officer, or employee or former director, officer or employee of the corporation, or any person who may have served at its request as a director, officer or employee of another corporation of which this corporation owns shares of capital stock, or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such director, officer or employee, except in relation to matters as to which he shall have been adjudged in such action, suit or proceeding to be liable for any act of willful misfeasance, bad faith, gross negligence or reckless disregard of duty involved in the conduct of his office or performance of his duties. The corporation shall also reimburse to any director, officer or employee the reasonable costs of settlement of any such action, suit or proceeding, or threatened action, suit or proceeding, if it shall be found by a majority of a committee composed of the directors not involved in the matter in controversy (whether or not a quorum) that such director, officer or employee was not guilty of willful misfeasance, bad faith, gross negligence or reckless disregard of duty. Such rights of indemnification and reimbursement shall not be deemed exclusive to any other rights to which such director, officer or employee may be entitled under the articles of incorporation, the Act, or otherwise.

ARTICLE VI

CERTIFICATES AND SHAREHOLDERS

Section 6.01.    Certificates Representing Shares.    The capital stock of the corporation shall be represented by certificates signed by, or in the name of the corporation by the president or vice president and the secretary or an assistant secretary of the corporation and shall be sealed with the seal of the corporation or a facsimile thereof. If the corporation shall be authorized to issue more than one class of stock, the designations, preferences, limitations and relative rights of each class and the variations in the class of stock shall be set forth upon the face or back thereof in full or summary form or be incorporated by reference on the face or back of the certificate in accordance with the provisions of the Act.

Section 6.02.    Facsimile Signatures and Form.    If the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation, the signature of the president, vice president, secretary or assistant secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been placed upon such certificate or certificates shall have ceased to be such officer or officers of the corporation,

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whether because of death, resignation or otherwise, before such certificate or certificates is issued by the corporation, such certificate or certificates may be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been placed thereon were such officer or officers at the date of issuance. Each certificate must state: (1) that the corporation is organized under West Virginia law; (2) the name of person(s) to whom issued; (3) number and class of shares and designation of series, if any; (4) par value or that shares without par value.

Section 6.03.    Lost, Stolen or Destroyed Certificates.    The corporation may issue a new certificate or certificates in the place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, but the board of directors may require the owner of such lost, stolen or destroyed certificate, or his legal representative, to furnish an affidavit as to such loss, theft, or destruction, and to give a bond in such form and substance, and with such surety or sureties, with fixed or open penalty, as it may direct, to indemnify the corporation, the transfer agent, and the registrar against any claim that may be made on account of the alleged loss, theft or destruction of such certificate. The board of directors may establish with the transfer agent a blanket bond procedure.

Section 6.04.    Transfers of Stock.    Upon surrender to the corporation of the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate and record the transaction upon its books.

Section 6.05.    Registered Shareholders.    The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of West Virginia.

Section 6.06.    Right of Inspection.    Any person who shall have been a shareholder of record or holder of voting certificates for at least six months immediately preceding his demand, or who shall be the holder of record of at least five percent of all the outstanding shares of the corporation, or holder of record of voting trust certificates for five percent or more shares of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by the agent or attorney, at any reasonable time or times during business hours, for any proper purpose, the corporation's books and records of account, minutes and records of shareholders, and shall be entitled to make extracts therefrom.

Section 6.07.    Stock Options and Agreements.    Any shareholder of this corporation may enter into agreements giving to any other shareholder or shareholders or any third party an option to purchase any of his stock in the corporation; and such shares of stock shall thereupon be subject to such agreement and transferable only upon proof of compliance therewith; provided, however, that a copy of such agreement be filed with the corporation and reference thereto placed upon the certificate representing said shares of stock.

Section 6.08.    Issuance.    Unissued shares, both treasury and authorized, may be issued for such consideration, but not less than par value, and to such persons as the board of directors may determine from time to time. Shares may not be issued until the full amount of the consideration has been paid.

Section 6.09.    Payment for Shares.

(1)    Kind.    The consideration for the issuance of shares shall consist of money paid, labor done (including services actually performed for the corporation), or property (tangible or intangible) actually received. Neither promissory notes nor the promise of future services shall constitute payment for shares.

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(2)    Valuation.    In the absence of fraud in the transaction, the judgment of the board of directors as to the value of consideration received shall be conclusive.

(3)    Effect.    When consideration, fixed as provided by law, has been fully paid, the shares be deemed to have been issued and shall be considered fully paid and nonassessable.

(4)    Allocation of Consideration.    The consideration received for shares shall be allocated by the board of directors, in accordance with law, between stated capital and capital surplus accounts.

Section 6.10.    Subscriptions.    Unless otherwise provided in the subscription agreement, subscriptions of shares, whether made before or after organization of the corporation, shall be paid in full at such time as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same series, as the case may be. In case of default in payment on any installment or call when payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due to the corporation.

Section 6.11.    Lien.    For any indebtedness of a shareholder to the corporation, the corporation shall have a first and prior lien on all shares of its stock owned by him on all dividends or other distributions declared thereon.

Section 6.12.    Stock Transfer Restrictions and Purchase Agreements.    The corporation may enter into stock purchase agreements or other agreements containing restrictions on the transfer of shares with any shareholder or shareholders as from time to time may seem appropriate; provided, that if the corporation enters into any such stock purchase agreements, a copy of such agreement shall be filed with the corporation.

ARTICLE VII

GENERAL PROVISIONS—SPECIAL CORPORATE ACTS

Section 7.01.    Notice of Meeting.    Notice to directors and shareholders shall be written or printed and delivered personally or mailed, with postage prepaid thereon, to the directors or shareholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram. Neither the business to be transacted at or the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7.02.    Waiver of Notice of Meeting.    Whenever any notice is required to be given under the provisions of the Act or by the Article of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 7.03.    Closing of Transfer Books Record Date.    For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as a record date for any such determination of shareholders, such date in any case to be not more than fifty days, and in the case of a meeting of shareholders not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a

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meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders has been made as provided in this Section 7.03, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of stock transfer books and the state period of closing has expired.

Section 7.04.    Dividends.    Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation and the Act.

Section 7.05.    Execution of Deeds, Contracts, Etc.    Subject always to the specific directions of the board of directors, all deeds and mortgages made by the corporation and all other written contracts and agreements to which the corporation shall be a party, shall be executed in its name by the chairman of the board, the president or one of the chief executive officers; and the secretary or an assistant secretary, when necessary or required, may affix and attest the corporate seal thereto.

Section 7.06.    Endorsement of Stock Certificates.    Subject always to the specific directions of the board of directors, any share or shares of stock issued by any other corporation and owned by the corporation (including reacquired shares of stock of the corporation), may, for sale or transfer, be endorsed in the name of the corporation by the chairman of the board, the president or one of its vice presidents, and attested by the secretary or an assistant secretary either with or without affixing thereto the corporate seal.

Section 7.07.    Voting of Shares Owned by Corporation.    Subject always to the specific directions of the board of directors, any share or shares of stock issued by any other corporation and owned or controlled by the corporation may be voted at any shareholders' meeting of such other corporation by the chairman of the board, the president of the corporation, if either be present, or in the absence of the chairman of the board and the president, by any vice president of the corporation, who may be present. Whenever, in the judgment of the chairman of the board, the president, or, in the absence of the chairman of the board and the president, or any vice president, it is desirable for the corporation to execute a proxy or give a shareholder's consent in respect to any share or shares of stock issued by any other corporation and owned by the corporation, such proxy or consent shall be executed in the name of the corporation by the chairman of the board, the president or one of the vice presidents of the corporation and shall be attested by the secretary or an assistant secretary of the corporation under the corporate seal without necessity of any authorization by the board of directors. Any person or persons designated in the manner above stated as the proxy or proxies of the corporation shall have the full right, power and authority to vote the share or shares of stock issued by such other corporation and owned by the corporation the same as such share or shares might be voted by the corporation.

Section 7.08.    Annual Statement.    The board of directors shall present at each meeting, and when called for by vote of the shareholders at any special meeting of the shareholders, a full and clear statement of the business and condition of the corporation.

Section 7.09.    Fiscal Year.    The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 7.10.    Corporate Records.    All corporate records, including the minutes of the meetings of the shareholders, board of directors and executive committee shall be kept at the registered office of the corporation.

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ARTICLE VIII

AMENDMENTS TO BYLAWS

The shareholders by the affirmative vote of the holders of a majority of the shares issued, outstanding and entitled to vote, or the Board of Directors, by the affirmative vote of a majority of the directors, may at any meeting, alter, amend, or repeal any of these bylaws, or may adopt new bylaws, provided that the substance of the proposed alteration, amendment or repeal (or the statement that the new bylaws are proposed to be adopted) shall have been stated in the notice of the meeting and provided that the Board of Directors may not amend, modify or repeal any bylaw adopted by the shareholders pursuant to a resolution providing that such bylaw may not be amended, modified or repealed by the Board of Directors.

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Exhibit 3.39

ARTICLE II MEETINGS OF SHAREHOLDERS
ARTICLE III DIRECTORS
ARTICLE IV OFFICERS
ARTICLE V INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
ARTICLE VI CERTIFICATES AND SHAREHOLDERS
ARTICLE VII GENERAL PROVISIONS—SPECIAL CORPORATE ACTS
ARTICLE VIII AMENDMENTS TO BYLAWS

EX-3.40

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Exhibit 3.40

[STAMP]

CERTIFICATE OF INCORPORATION
OF
INSTITUTIONAL HEALTH CARE SERVICES, INC.

        The undersigned incorporator, an individual over the age of eighteen years, in order to form a corporation under the New Jersey Business Corporation Act, certifies as follows:

        1.    Name.    The name of the corporation is Institutional Health Care Services, Inc. (hereinafter called the "Corporation").

        2.    Purpose.    The Corporation may engage in any activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act.

        3.    Number of Shares.    The aggregate number of shares which the Corporation shall have authority to issue is: Five Thousand (5,000), all of which shall be Common Shares of the par value of One Dollar ($1.00) each.

        4.    Office and Registered Agent.    The address of the Corporation's initial registered office is c/o Multicare Management, Inc., 411 Hackensack Avenue in the City of Hackensack, County of Bergen and State of New Jersey. The name of its initial registered agent at that address is Daniel E. Straus.

        5.    Number of Directors; Names and Addresses of First Directors.    The number of directors constituting the first board of directors is two and the names and addresses of the persons who are to serve as such directors are:

Name	Address
Daniel E. Straus	c/o Multicare Management, Inc. 411 Hackensack Avenue Hackensack, NJ 07601
Moshael J. Straus	c/o Multicare Management, Inc. 411 Hackensack Avenue Hackensack, NJ 07601

        6.    Name and Address of Incorporator.    The name and address of the Incorporator are: Daniel E. Straus, 411 Hackensack Avenue, Hackensack, New Jersey 07601.

        7.    Duration.    The duration of the Corporation is to be perpetual.

        IN WITNESS WHEREOF, I have hereunto set my hand, this 21st day of August, 1986.

/s/ DANIEL E. STRAUS Daniel E. Straus, Incorporator

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Exhibit 3.40

CERTIFICATE OF INCORPORATION OF INSTITUTIONAL HEALTH CARE SERVICES, INC.

EX-3.41

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Exhibit 3.41

BY-LAWS of INSTITUTIONAL HEALTH CARE SERVICES, INC.

(A New Jersey Corporation)

ARTICLE 1

SHAREHOLDERS

        1.1    Certificates Representing Shares.    Certificates representing shares shall set forth thereon the statements prescribed by Section 14A:7-11, and, where applicable, by Sections 14A:5-21 and 14A:12-5, of the New Jersey Business Corporation Act and by any other applicable provision of law and shall be signed by the Chairman of the Board of Directors, the President or a Vice-President and counter-signed by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed with the corporate seal or a facsimile thereof. Any or all other signatures upon a certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of its issue.

        A card which is punched, magnetically coded, or otherwise treated so as to facilitate machine or automatic processing, may be used as a share certificate if it otherwise complies with the provisions of Section 14A:7-11 of the New Jersey Business Corporation Act.

        The corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may require the owner of any lost or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate or the issuance of any such new certificate.

        1.2    Fractional Share Interests.    Unless otherwise provided in its certificate of incorporation, the corporation may, but shall not be obliged to, issue fractions of a share and certificates therefor. By action of the Board, the corporation may, in lieu of issuing fractional shares, pay cash equal to the value of such fractional share or issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share. A certificate for a fractional share shall entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any distribution of assets of the corporation in the event of liquidation, but scrip shall not entitle the holder to exercise such voting rights, receive dividends or participate in any such distribution of assets unless such scrip shall so provide. All scrip shall be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date.

        1.3    Share Transfers.    Upon compliance with provisions restricting the transferability of shares, if any, transfers of shares of the corporation shall be made only on the share record of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes due thereon, if any.

        1.4    Record Date for Shareholders.    The Board of Directors may fix, in advance, a date as the record date for determining the shareholders with regard to any corporate action or event and, in particular, for determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof; to give a written consent to any action without a meeting; or to receive payment of any dividend or allotment of any right. Any such record date shall in no case be more than sixty days prior to the shareholders' meeting or other corporate action or event to which it relates. Any such record date for a shareholders meeting shall not be less than ten days before the date

of the meeting. Any such record date to determine shareholders entitled to give a written consent shall not be more than sixty days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than sixty days before the last day on which consents received may be counted. If no such record date is fixed, the record date for a shareholders' meeting shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the Board of Directors relating thereto is adopted. When a determination of shareholders of record for a shareholders' meeting has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date under this section for the adjourned meeting.

        1.5    Meaning of Certain Terms.    As used herein in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "shareholder" or "shareholders" refers to an outstanding share or shares and to a holder or holders of record of outstanding shares when the corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Certificate of Incorporation confers such rights where there are two or more classes or series of shares or upon which or upon whom the New Jersey Business Corporation Act confers such rights notwithstanding that the Certificate of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

        1.6    Shareholder Meetings.

        1.6.1    Time.    The annual meeting shall be held at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. If, for any reason, the directors shall fail to fix the time for an annual meeting, such meeting shall be held at noon on the first Tuesday in May. A special meeting shall be held on the date fixed by the directors.

        1.6.2    Place.    Annual meetings and special meetings shall be held at such place, within or without the State of New Jersey, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of New Jersey.

        1.6.3    Call.    Annual meetings may be called by the directors or by the Chairman, the Chief Executive Officer or either Co-Chief Executive Officer, the President or the Secretary at the written request of the Board. Special meetings may be called in like manner.

        1.6.4    Notice or Actual or Constructive Waiver of Notice.    Written notice of every meeting shall be given, stating the time, place, and purpose or purposes of the meeting. If any action is proposed to be taken which would, if taken, entitle shareholders to dissent and to receive payment for their shares, the notice shall include a statement of that purpose and to that effect. The notice of every meeting shall be given, personally or by mail, and, except as otherwise provided by the New Jersey Business Corporation Act, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived before or after the taking of any action, to each shareholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States post office department. When a meeting is adjourned to another time or place, it shall not be necessary to

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give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the directors fix a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder on the new record date. Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice before or after the meeting. The attendance of a shareholder at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by him.

        1.6.5    Voting List.    The officer or agent having charge of the stock transfer books for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at the shareholders' meeting or any adjournment thereof. Any such list may consist of cards arranged alphabetically or any equipment which permits the visual display of the information required by the provisions of Section 14A:5-8 of the New Jersey Business Corporation Act. Such list shall be arranged alphabetically within each class, series, if any, or group of shareholders maintained by the corporation for convenience of reference, with the address of, and the number of shares held by, each shareholder; be produced (or available by means of a visual display) at the time and place of the meeting; be subject to the inspection of any shareholder for reasonable periods during the meeting; and be prima facie evidence as to who are the shareholders entitled to examine such list or to vote at such meeting.

        1.6.6    Conduct of Meeting.    Meetings of the shareholders shall be presided over by the Chairman, or in the absence of the Chairman, the Chief Executive Officer or a Co-Chief Executive Officer, and in case more than one Co-Chief Executive Officer shall be present, that Co-Chief Executive Officer designated by the Board (and in the absence of any such designation, the most senior Co-Chief Executive Officer, based on age, present), or in the absence of either Co-Chief Executive Officer, the President, or in the absence of the President, a Vice President, and in case more than one Vice President shall be present, that Vice President designated by the Board (or in the absence of any such designation, the most senior Vice President, based on age, present). The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

        1.6.7    Proxy Representation.    Every shareholder may authorize another person or persons to act for him by proxy in all matters in which a shareholder is entitled to participate, whether by waiving notice of or the lapse of the prescribed period of time before any meeting, voting or participating at a meeting, or expressing consent without a meeting. Every proxy must be signed by the shareholder or his agent, except that a proxy may be given by a shareholder or his agent by telegram or cable or by any means of electronic communication which results in a writing. No proxy shall be valid for more than eleven months unless a longer time is expressly provided therein. Unless it is irrevocable as provided in subsection 14A:5-19(3) of the New Jersey Business Corporation Act a proxy shall be revocable at will. The grant of a later proxy revokes any earlier proxy unless the earlier proxy is irrevocable. A proxy shall not be revoked by the death or incapacity of the shareholder, but the proxy shall continue to be in force until revoked by the personal representative or guardian of the shareholder. The presence at any meeting of any shareholder who has given a proxy does not revoke the proxy unless the shareholder files written notice of the revocation with the Secretary of the meeting prior to the voting of the proxy or votes the shares subject to the proxy by written ballot. A person named in a proxy as the attorney or agent of a shareholder may, if the proxy so provides, substitute another person to act in his place, including any other person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument effecting it is filed with the Secretary of the corporation.

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        1.6.8    Inspectors—Appointment.    The directors, in advance of any meeting, or of the tabulation of written consents of shareholders without a meeting may, but need not, appoint one or more inspectors to act at the meeting or any adjournment thereof or to tabulate such consents and make a written report thereof. If an inspector or inspectors to act at any meeting of shareholders are not so appointed by the directors or shall fail to qualify, if appointed, the person presiding at the shareholders' meeting may, and on the request of any shareholder entitled to vote thereat, shall, make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding at the meeting. Each inspector appointed, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. No person shall be elected a director in an election for which he has served as an inspector. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. If there are three or more inspectors, the act of a majority shall govern. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question, or matter determined by them. Any report made by them shall be prima facie evidence of the facts therein stated, and such report shall be filed with the minutes of the meeting.

        1.6.9    Quorum.    Except for meetings ordered by the Superior Court to be called and held pursuant to Sections 14A:5-2 and 14A:5-3 of the New Jersey Business Corporation Act, the holders of the shares entitled to cast at least a majority of the votes at a meeting shall constitute a quorum at the meeting of shareholders for the transaction of business.

        The shareholders present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Less than a quorum may adjourn.

        1.6.10    Voting.    Each share shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect, and no election need be by ballot unless a shareholder demands the same before the voting begins. Any other action shall be authorized by a majority of the votes cast except where the New Jersey Business Corporation Act prescribes a different proportion of votes.

        1.7    Shareholder Action Without Meetings.    Subject to any limitations prescribed by the provisions of Section 14A:5-6 of the New Jersey Business Corporation Act and upon compliance with said provisions, any action required or permitted to be taken at a meeting of shareholders by the provisions of said Act or by the Certificate of Incorporation or these By-laws may be taken without a meeting if all of the shareholders entitled to vote thereon consent thereto in writing and (except for the annual election of directors) may also be taken by less than all of the shareholders who would have been entitled to cast the minimum number of votes which would be necessary to authorize any such action at a meeting at which all shareholders entitled to vote thereon were present and voting. Whenever any action is taken pursuant to the foregoing provisions, the written consents of the shareholders consenting thereto or the written report of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders.

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ARTICLE 2

GOVERNING BOARD

        2.1    Functions, Definitions and Compensation.    The business and affairs of the corporation shall be managed and conducted by or under the direction of a governing board, which is herein referred to as the "Board of Directors" or "directors" notwithstanding that the members thereof may otherwise bear the titles of trustees, managers, or governors or any other designated title, and notwithstanding that only one director legally constitutes the Board. The word "director" or "directors" likewise herein refers to a member or to members of the governing board notwithstanding the designation of a different official title or titles. The use of the phrase "entire board" herein refers to the total number of directors which the corporation would have if there were no vacancies. The Board of Directors, by the affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, shall have authority to establish reasonable compensation of directors for services to the corporation as directors, officers, or otherwise.

        2.2    Qualifications and Number.    Each director shall be at least eighteen years of age. A director need not be a shareholder, a citizen of the United States, or a resident of the State of New Jersey. The number of directors of the corporation shall be not less than one (1) nor more than eleven (11). The first Board and subsequent Boards shall consist of directors until changed as hereinafter provided. The directors shall have power from time to time, in the interim between annual and special meetings of the shareholders, to increase or decrease their number within the minimum and maximum number hereinbefore prescribed.

        2.3    Election and Term.    The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified. Thereafter, directors who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next succeeding annual meeting of shareholders and until their successors have been elected and qualified. In the interim between annual meetings of shareholders or of special meetings of shareholders called for the election of directors, newly created directorships and any existing vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, may be filled by the affirmative vote of the remaining directors, although less than a quorum exists or by the sole remaining director. A director may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation. When one or more directors shall resign from the Board of Directors effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

        2.4    Removal of Directors.    One or more or all the directors of the corporation may be removed for cause or without cause by the shareholders. The Board of Directors shall have the power to remove directors for cause and to suspend directors pending a final determination that cause exists for removal.

        2.5    Meetings

        2.5.1    Time.    Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

        2.5.2    Place.    Meetings shall be held at such place within or without the State of New Jersey as shall be fixed by the Board.

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        2.5.3    Call.    No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, of the Chief Executive Officer or either Co-Chief Executive Officer, of the President, of the Secretary or of a majority of the directors in office.

        2.5.4    Notice or Actual or Constructive Waiver.    No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not specify the business to be transacted at, or the purpose of, the meeting. Any requirement of furnishing a notice shall be waived by any director who signs a waiver of notice before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to him. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning, and if the period of adjournment does not exceed ten days in any one adjournment.

        2.5.5    Quorum and Action.    Each director shall have one vote at meetings of the Board of Directors. The participation of directors with a majority of the votes of the entire Board shall constitute a quorum for the transaction of business. Any action approved by a majority of the votes of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the New Jersey Business Corporation Act requires a greater proportion. Where appropriate communication facilities are reasonably available, any or all directors shall have the right to participate in all or any part of a meeting of the Board of Directors or a committee of the Board of Directors by means of conference telephone or any means of communication by which all persons participating the meeting are able to hear each other.

        2.5.6    Chairman of the Meeting.    The Chairman of the Board, or in the absence of the Chairman, the Chief Executive Officer or either Co-Chief Executive Officer, and in case more than one Co-Chief Executive Officer shall be present, that Co-Chief Executive Officer designated by the Board (and in the absence of any such designation, the most senior Co-Chief Executive Officer, based on age, present), or in the absence of the Chief Executive Officer or either Co-Chief Executive Officer, the President, or in the absence of the President, a chairman chosen by a majority of the Directors present, shall preside.

        2.6    Committees.    The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may appoint from among its members one or more directors to constitute a Executive Committee and one or more other committees, each of which, to the extent provided in the resolution appointing it, shall have and may exercise all of the authority of the Board of Directors with the exception of any authority the delegation of which is prohibited by Section 14A: 6-9 of the New Jersey Business Corporation Act. Actions taken at a meeting of any such committee shall be reported to the Board of Directors at its next meeting following such committee meeting; except that, when the meeting of the Board is held within two days after the committee meeting, such report shall, if not made at the first meeting, be made to the Board at its second meeting following such committee meeting. Each director of a committee shall have one vote at meetings of that committee. The participation of directors with the majority of the votes of a committee shall constitute a quorum of that committee for the transaction of business. Any action approved by a majority of the votes of directors of a committee present at a meeting of that committee at which a quorum is present shall be the act of the committee unless the New Jersey Business Corporation Act requires a greater proportion.

        2.7    Written Consent.    Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors or any committee thereof may be taken without a meeting, if, prior or subsequent to the action, all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing and such written consents are filed with the

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minutes of the proceedings of the Board of Directors or committee. Such consent shall have the same effect as a unanimous vote of the Board of Directors or committee for all purposes and may be stated as such in any certificate or other document filed with the Secretary of State of the State of New Jersey.

ARTICLE 3

OFFICERS

        3.1    Positions.    The Board shall elect a Chairman, a Chief Executive Officer or Co-Chief Executive Officers, a Chief Operating Officer, a Chief Financial Officer, a President, a Secretary, a Treasurer and such other officers as the Board may determine, including one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The Board may designate one or more Vice Presidents as Executive Vice Presidents and may use descriptive words or phrases to designate the standing, seniority or areas of special competence of the Vice Presidents elected or appointed by it. Any number of offices may be held by the same person unless applicable law, the Certificate of Incorporation or these By-laws otherwise provide. Except as otherwise provided in these By-laws, any reference to the Chief Executive Officer in these By-laws shall be deemed to mean, if there are Co-Chief Executive Officers, either Co-Chief Executive Officer, each of whom may severally exercise the full powers and authorities of the office of Chief Executive Officer.

        3.2    Appointment.    The officers of the corporation shall be chosen by the Board annually or at such other time or times as the Board shall determine.

        3.3    Compensation.    The compensation of all officers of the corporation shall be fixed by the Board. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that the officer is also a director.

        3.4    Term of Office.    Each officer of the corporation shall hold office until such officer's successor is chosen and qualifies or until such officer's earlier death, resignation or removal. Any officer may resign at any time upon written notice to the corporation. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the corporation, if any. Any officer elected or appointed by the Board may be removed at any time, with or without cause, by vote of a majority of the entire board. Any vacancy occurring in any office of the corporation shall be filled by the Board. The removal of an officer without cause shall be without prejudice to the officer's contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

        3.5    Fidelity Bonds.    The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

        3.6    Chairman.    The Chairman shall preside at all meetings of the Board and shall exercise such powers and perform such other duties as shall be determined from time to time by the Board.

        3.7    Chief Executive Officer.    The Chief Executive Officer shall be the chief executive officer of the corporation and shall have general supervision and direction over the business of the corporation, subject, however, to the control of the Board and of any duly authorized committee of directors. The Chief Executive Officer, in the absence of the Chairman, shall preside, if present, at each meeting of the stockholders and of the Board. He may sign and execute in the name of the corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by the By-laws to some other officer or agent of the corporation, or shall be required by law otherwise to be signed or executed; and, in general, shall

7

perform all duties incident to the office of Chief Executive Officer and such other duties as from time to time may be assigned to him by the Board or by the By-laws.

        3.8    President.    The President shall assist the Chief Executive Officer in the management of and supervision and direction over the business and affairs of the corporation, subject, however, to the direction of the Chief Executive Officer and the control of the Board. The President, in the absence of the Chairman and the Chief Executive Officer, shall preside, if present, at each meeting of the stockholders and of the Board. The President may sign and execute in the name of the corporation deeds, mortgages, bonds, contracts and other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by the By-laws to some other officer or agent of the corporation, or shall be required by statute otherwise to be signed or executed; and, in general, shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him by the Board, by the By-laws or by the Chief Executive Officer.

        3.9    Chief Operating Officer.    The Chief Operating Officer shall be the Chief operating officer of the corporation, and shall assist the Chief Executive Officer and the President in the active management of and supervision and direction over the business and affairs of the corporation, subject, however, to the direction of the Chief Executive Officer and the President and the control of the Board. In the absence of the Chairman, the Chief Executive Officer and the President, the Chief Operating Officer shall preside, if present, at each meeting of the stockholders and of the Board. He may sign and execute in the name of the corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by the By-laws to some other officer or agent of the corporation, or shall be required by law otherwise to be signed or executed; and, in general, shall perform all duties incident to the office of Chief Operating Officer and such other duties as from time to time may be assigned to him by the Board, by the By-laws, by the Chief Executive Officer or by the President.

        3.10    Chief Financial Officer.    The Chief Financial Officer shall be the chief financial officer of the corporation, and shall render to the Board, whenever the Board may require, an account of the financial condition of the corporation; shall make, sign and file financial, tax and similar reports to any state, federal or municipal government, agency or department, or any self-regulatory organization; shall provide for the continuous review of all accounts and reports; and shall perform such other duties as from time to time may be assigned to him by the Board, by the By-laws, by the Chief Executive Officer or by the President.

        3.11    Vice Presidents.    Each Vice President, Executive Vice President and Senior Vice President shall have such powers and perform such duties as from time to time may be assigned to such Vice President by the Board, by the Chief Executive Officer or by the President and shall perform such other duties as may be prescribed in the By-laws.

        3.12    Secretary.    The Secretary shall attend all meetings of the Board and of the stockholders and shall record all the proceedings of the meetings of the Board and of the stockholders in a book to be kept for that purpose, and shall perform like duties for committees of the Board, when required. The Secretary shall give, or cause to be given, notice of all special meetings of the Board and of the stockholders and shall perform such other duties as may be prescribed by the Board or by the Chief Executive Officer, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the corporation, and the Secretary, or an Assistant Secretary, shall have authority to impress the same on any instrument requiring it, and when so impressed the seal may be attested by the signature of the Secretary or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to impress the seal of the corporation and to attest the same by such officer's signature. The Secretary or an Assistant Secretary may also attest all instruments signed by the Chairman, the Chief Executive Officer or the President. The Secretary shall have charge of all the books, records and papers of the corporation relating to its organization and management, shall see

8

that the reports, statements and other documents required by statute are properly kept and filed and, in general, shall perform all duties incident to the office of Secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by the Board, by the By-laws, by the Chief Executive Officer or by the President.

        3.13    Treasurer.    The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the corporation; receive and give receipts for moneys due and payable to the corporation from any sources whatsoever; deposit all such moneys and valuable effects in the name and to the credit of the corporation in such depositaries as may be designated by the Board; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the corporation signed in such manner as shall be determined by the Board and be responsible for the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books or other records maintained for the purpose full and adequate account of all moneys received or paid for the account of the corporation; have the right to require from time to time reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions of the corporation from the officers or agents transacting the same; render to the Chairman, the Chief Executive Officer, the President or the Board, whenever the Chairman, the Chief Executive Officer, the President or the Board shall require the Treasurer so to do, an account of the financial condition of the corporation and of all financial transactions of the corporation; exhibit at all reasonable times the records and books of account to any of the directors upon application at the office of the corporation where such records and books are kept; disburse the funds of the corporation as ordered by the Board; and; in general, perform all duties incident to the office of Treasurer of a corporation and such other duties as may from time to time be assigned to the Treasurer by the Board, by the By-laws, by the Chief Executive Officer or by the President.

        3.14    Assistant Secretaries and Assistant Treasurers.    Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board, by the By-laws, by the Chief Executive Officer or by the President.

ARTICLE 4

REGISTERED OFFICE, BOOKS AND RECORDS

        The address of the initial registered office of the corporation in the State of New Jersey, and the name of the initial registered agent at said address, are set forth in the original Certificate of Incorporation of the corporation.

        The corporation shall keep books and records of account and minutes of the proceedings of its shareholders, Board of Directors, and the Executive Committee and other committee or committees, if any, such books, records and minutes may be kept within or outside the State of New Jersey. The corporation shall keep at its principal office, or at the office of its transfer agent, its registered office, a record or records containing the names and addresses of all shareholders, the number, class, and series of shares held by each and the dates when they respectively became the owners of record thereof. Any of the foregoing books, minutes, or records may be in written form or in any other form capable of being converted into readable form within a reasonable time.

ARTICLE 5

CORPORATE SEAL

        The corporate seal shall be in such form as the Board of Directors shall prescribe.

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ARTICLE 6

FISCAL YEAR

        The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE 7

CONTROL OVER BY-LAWS

        On and after the date upon which the first Board of Directors shall have adopted the initial corporate By-laws, which shall be deemed to have been adopted by the shareholders for the purposes of the New Jersey Business Corporation Act, the power to make, alter, and repeal the By-laws of the corporation may be exercised by the directors or the shareholders; provided, that any By-laws made by the Board of Directors may be altered or repealed, and new By-laws made, by the shareholders.

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Exhibit 3.41

BY-LAWS of INSTITUTIONAL HEALTH CARE SERVICES, INC. (A New Jersey Corporation)
ARTICLE 1 SHAREHOLDERS
ARTICLE 2 GOVERNING BOARD
ARTICLE 3 OFFICERS
ARTICLE 4 REGISTERED OFFICE, BOOKS AND RECORDS
ARTICLE 5 CORPORATE SEAL
ARTICLE 6 FISCAL YEAR
ARTICLE 7 CONTROL OVER BY-LAWS

EX-3.42

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Exhibit 3.42

AMENDED AND RESTATED ARTICLES OF ORGANIZATION
FOR
MAIN STREET PHARMACY, L.L.C.

        These Amended and Restated Articles of Organization of Main Street Pharmacy, L.L.C. to change the principal office and resident agent, and to effect certain other amendments to the Articles of Organization which were previously filed with the Maryland State Department of Assessments and Taxation on April 26, 1995, is hereby duly executed, acknowledged and filed by all of the current Members of the Company and persons authorized by the Company pursuant to Section 4A-101(c) of the Corporations and Associations Article of the Annotated Code of Maryland (the "Act"), who certify to the Maryland State Department of Assessments and Taxation that:

        1.    Name of Company.    The name of the limited liability company (the "Company") is:

MAIN STREET PHARMACY, L.L.C.

        2.    Purpose of Company.    The purpose for which the Company is formed is to acquire, own and operate retail professional pharmacies and to provide institutional pharmacy services, to perform any act not inconsistent with law which is appropriate to promote and attain the purposes set forth herein, and to engage in any other lawful activity which may be carried on by a limited liability company under the Act which the Members may from time to time authorize or approve.

        3.    Principal Office.    The address of the principal office of the Company in the State of Maryland shall be 7 East Lee Street, Baltimore, Maryland 21202.

        4.    Resident Agent.    The name and address of the resident agent of the Company shall be Stanton G. Ades, an individual being at least eighteen (18) years of age residing in the State of Maryland whose address shall be 7 East Lee Street, Baltimore, Maryland 21202.

        5.    Operating Agreement.    The Operating Agreement of the Company, and all modifications thereto, shall be in writing.

        6.    Term.    The latest date upon which the Company is to dissolve is December 31, 2036.

        IN WITNESS WHEREOF, the undersigned Members and authorized persons of the Company have as executed these Amended and Restated Articles of Organization on the 1st day of January, 1997, on behalf of the Company and acknowledge these Articles to be the act of the Company.

ATTEST:	PROFESSIONAL PHARMACY SERVICES, INC.
/s/  IRA C. GUBERNICK Ira C. Gubernick Secretary	By:	/s/  MICHAEL G. BRONFEIN Michael G. Bronfein, President	(SEAL)
	NEIGHBORCARE PHARMACIES, INC.
/s/  IRA C. GUBERNICK Ira C. Gubernick Secretary	By:	/s/  MICHAEL G. BRONFEIN Michael G. Bronfein, President	(SEAL)

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Exhibit 3.42

AMENDED AND RESTATED ARTICLES OF ORGANIZATION FOR MAIN STREET PHARMACY, L.L.C.

EX-3.43

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Exhibit 3.43

ARTICLES OF INCORPORATION

OF

WASHINGTON VILLAGE HEALTH SERVICES, INC.

        THIS IS TO CERTIFY THAT:

        FIRST:    The undersigned, Louis Jay Ulman, whose address is 100 South Charles Street, Baltimore, Maryland 21201, being at least eighteen (18) years of age, does hereby form a corporation under the general laws of the State of Maryland.

        SECOND:    The name of the corporation (which is hereinafter called the "Corporation") is:

        WASHINGTON VILLAGE HEALTH SERVICES, INC.

        THIRD:    The purposes for which the Corporation is formed are as follows:

        (a)   To provide health care services of any kind or nature whatsoever.

        (b)   In general, to carry on any other lawful business whatsoever in connection with the foregoing or which is calculated, directly or indirectly, to promote the interests of the Corporation or which shall be conducive to or expedient for the protection or benefit of the Corporation.

        The foregoing enumeration of the purposes, objects and business of the Corporation is made in furtherance and not in limitation of the powers conferred upon the Corporation by law, and it is not intended by the reference to any particular purpose, object or business to exclude any other purpose, object or business authorized or permitted by law.

        FOURTH:    The address of the principal office of the Corporation in this State is 3 Huntmeadow Court, Owings Mills, Maryland 21117.

        FIFTH:    The Resident Agent of the Corporation is Stanton G. Ades, whose address is 3 Huntmeadow Court, Owings Mills, Maryland 21117. Said Resident Agent is a citizen of the State of Maryland and actually resides therein.

        SIXTH:    The total number of shares of stock which the Corporation has authority to issue is five thousand (5,000) shares, no par value, all of one class.

        SEVENTH:    The Corporation shall have a Board of four (4) Directors. The number of Directors may be increased or decreased in accordance with the Bylaws of the Corporation but shall never be less than the minimum number required by the provisions of the Maryland General Corporation Law. The names of the Directors who shall serve as such until the first annual meeting of the Stockholders and until their successors are duly elected and qualify are:

Michael G. Bronfein
Stanton G. Ades
Jessica Bronfein
Renee Ades

        EIGHTH:    In carrying on its business or for the purpose of attaining or furthering any of its objects the Corporation shall have all of the rights, powers and privileges granted to corporations by the laws of the State of Maryland and the power to do any and all acts and things which a natural person or partnership could do and which may now or hereafter be authorized by law, either alone or in partnership or conjunction with others. In furtherance and not in limitation of the powers conferred by law, the powers of the Corporation and of the Directors and Stockholders shall include the following:

        (a)   The Corporation reserves the right from time to time to make any amendment of its Charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in its Charter, of any outstanding stock.

        (b)   Except as otherwise provided in this Charter or by the Bylaws of the Corporation, as from time to time amended, the business of the Corporation shall be managed under the direction of its Board of Directors, which shall have and may exercise all the powers of the Corporation except such as are by law or this Charter or the Bylaws conferred upon or reserved to the Stockholders. Additionally, the Board of Directors of the Corporation is hereby specifically authorized and empowered from time to time in its discretion:

        (1)   To authorize the issuance or sale from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class or classes, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable, subject to such restrictions or limitations, if any, as may be set forth in the Bylaws of the Corporation;

        (2)   By articles supplementary to this Charter, to classify or reclassify any unissued stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the stock.

        NINTH:    No holder of stock of any class shall have any preemptive right to subscribe to or purchase any additional shares of any class, or any bonds or convertible securities of any nature; provided, however, that the Board of Directors may, in authorizing the issuance of stock of any class, confer any preemptive right that the Board of Directors may deem advisable in connection with such issuance.

        TENTH:    The Corporation shall indemnify any person against reasonable expenses to the extent that he has been successful, on the merits or otherwise, in defense of any action, suit or proceeding to which he was made a party by reason of his serving or having served either the Corporation or any other entity at the request of the Corporation, in any capacity, while an officer or Director of the Corporation. Except as the Bylaws may otherwise provide, no other indemnification shall be provided for any officer or Director or for any employee or agent of the Corporation or of any predecessor of the Corporation or any other entity.

        IN WITNESS WHEREOF, I have signed these Articles of Incorporation, and I acknowledge the same to be my act on this 15th day of May, 1984.

LOUIS JAY ULMAN Louis Jay Ulman

2

AMENDED ARTICLES OF INCORPORATION

OF

WASHINGTON VILLAGE HEALTH SERVICES, INC.

        THIS IS TO CERTIFY THAT:

        FIRST:    The undersigned Louis Jay Ulman, whose address is 16^th Floor, 100 South Charles Street, Baltimore, Maryland 21201, being at least eighteen (18) years of age, being the sole incorporator of Washington Village Health Services, Inc., and acting in said capacity prior to the First Meeting of the Board of Directors of said corporation, hereby adopts Amended Articles of Incorporation of Washington Village Health Services, Inc., a corporation formed under the general laws of the State of Maryland.

        SECOND:    The name of the corporation (which is hereinafter called the "Corporation") is:

        MEDICAL SERVICES GROUP, INC.

        THIRD:    The purposes for which the Corporation is formed are as follows:

        (a)   To provide health care services of any kind or nature whatsoever.

        (b)   In general, to carry on any other lawful business whatsoever in connection with the foregoing or which is calculated, directly or indirectly, to promote the interests of the Corporation or which shall be conducive to or expedient for the protection or benefit of the Corporation.

        The foregoing enumeration of the purposes, objects and business of the Corporation is made in furtherance and not in limitation of the powers conferred upon the Corporation by law, and it is not intended by the reference to any particular purpose, object or business to exclude any other purpose, object or business authorized or permitted by law.

        FOURTH:    The address of the principal office of the Corporation in this State is 3 Huntmeadow Court, Owings Mills, Maryland 21117.

        FIFTH:    The Resident Agent of the Corporation is Stanton G. Ades, whose address is 3 Huntmeadow Court, Owings Mills, Maryland 21117. Said Resident Agent is a citizen of the State of Maryland and actually resides therein.

        SIXTH:    The total number of shares of stock which the Corporation has authority to issue is five thousand (5,000) shares, no par value, all of one class.

        SEVENTH:    The Corporation shall have a Board of four (4) Directors. The number of Directors may be increased or decreased in accordance with the Bylaws of the Corporation but shall never be less than the minimum number required by the provisions of the Maryland General Corporation Law. The names of the Directors who shall serve as such until the first annual meeting of the Stockholders and until their successors are duly elected and qualify are:

Michael G. Bronfein
Stanton G. Ades
Jessica Bronfein
Renee Ades

        EIGHTH:    In carrying on its business or for the purpose of attaining or furthering any of its objects the Corporation shall have all of the rights, powers and privileges granted to corporations by the laws of the State of Maryland and the power to do any and all acts and things which a natural person or partnership could do and which may now or hereafter be authorized by law, either alone or in partnership or conjunction with others. In furtherance and not in limitation of the powers conferred

by law, the powers of the Corporation and of the Directors and Stockholders shall include the following:

        (a)   The Corporation reserves the right from time to time to make any amendment of its Charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in its Charter, of any outstanding stock.

        (b)   Except as otherwise provided in this Charter or by the Bylaws of the Corporation, as from time to time amended, the business of the Corporation shall be managed under the direction of its Board of Directors, which shall have and may exercise all the powers of the Corporation except such as are by law or this Charter or the Bylaws conferred upon or reserved to the Stockholders. Additionally, the Board of Directors of the Corporation is hereby specifically authorized and empowered from time to time in its discretion:

        (1)   To authorize the issuance or sale from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class or classes, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable, subject to such restrictions or limitations, if any, as may be set forth in the Bylaws of the Corporation;

        (2)   By articles supplementary to this Charter, to classify or reclassify any unissued stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the stock.

        NINTH:    No holder of stock of any class shall have any preemptive right to subscribe to or purchase any additional shares of any class, or any bonds or convertible securities of any nature; provided, however, that the Board of Directors may, in authorizing the issuance of stock of any class, confer any preemptive right that the Board of Directors may deem advisable in connection with such issuance.

        TENTH:    The Corporation shall indemnify any person against reasonable expenses to the extent that he has been successful, on the merits or otherwise, in defense of any action, suit or proceeding to which he was made a party by reason of his serving or having served either the Corporation or any other entity at the request of the Corporation, in any capacity, while an officer or Director of the Corporation. Except as the Bylaws may otherwise provide, no other indemnification shall be provided for any officer or Director or for any employee or agent of the Corporation or of any predecessor of the Corporation or any other entity.

        IN WITNESS WHEREOF, I have signed these Articles of Incorporation, and I acknowledge the same to be my act on this 15^th day of March, 1985.

LOUIS JAY ULMAN Louis Jay Ulman

2

CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS FOR CHANGE OF REGISTERED AGENT

        I, Ira C. Gubernick, do hereby certify that I am the duly elected, qualified and acting secretary of Medical Services Group, Inc., a corporation formed and existing under the laws of the State of Maryland, and that at a meeting of the board of directors of said corporation, held on the 10^th day of May, 1999, the following resolution was adopted, which said resolution remain in full force and effect.

        "The name and address of the registered agent shall change from:

Stanton Ades
7 East Lee Street
Baltimore, Maryland 21202

To:

The Corporation Trust Incorporated
300 E. Lombard Street
Baltimore, MD 21202"

IRA C. GUBERNICK Ira C. Gubernick, Secretary
Medical Services Group, Inc.

(CORPORATE SEAL)

        I HEREBY CONSENT TO ACT AS RESIDENT AGENT IN MARYLAND FOR THE ENTITY NAMED IN THE ATTACHED INSTRUMENT

The Corporation Trust Incorporated
By:	KORRI A. BEHLER Signature
Korri A. Behler, Special Assistant Secretary Print Name

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Exhibit 3.43

ARTICLES OF INCORPORATION OF WASHINGTON VILLAGE HEALTH SERVICES, INC.
AMENDED ARTICLES OF INCORPORATION OF WASHINGTON VILLAGE HEALTH SERVICES, INC.
CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS FOR CHANGE OF REGISTERED AGENT

EX-3.45

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Exhibit 3.45

FEIN # 23-2464608

DSCP 204 (Rev 81)	PLEASE INDICATE (CHECK ONE) TYPE CORPORATION
ARTICLES OF INCORPORATION (PREPARE IN TRIPLICATE)	ý	DOMESTIC BUSINESS CORPORATION
	o	DOMESTIC BUSINESS CORPORATION A CLOSE CORPORATION—COMPLETE BACK	FEE $75 00
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE—CORPORATION BUREAU	o	DOMESTIC PROFESSIONAL CORPORATION
308 NORTH OFFICE BUILDING, HARRISBURG, PA 17120		ENTER BOARD LICENSE NO

010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER 15 P.S 2908 B)
United Health Care Services, Inc.
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O BOX NUMBER NOT ACCEPTABLE)
5601 Chestnut Street
012 CITY	033 COUNTY	013 STATE	064 ZIP CODE
Philadelphia	Philadelphia	PA	19139
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION

To engage in, and to do any lawful act concerning any and all lawful business for which corporations may be incorporated under the Pennsylvania Business Corporation Law, including, but not limited to, manufacturing, processing, owning, using and dealing in personal property of every class and description, engaging in research and development, funishing services, and acquiring, owning, using and disposing of real property of any nature whatsoever. This corporation is incorporated under the Business Corporation Law.

(ATTACH 81/2 × 11 SHEET IF NECESSARY)
The Aggregate Number of Shares. Classes of Shares and Par Value of Shares Which the Corporation Shall Have Authority to issue:
040 Number and Class of Shares		041 Stated Par Value Per Share if Any	042 Total Authorized Capital	031 Term of Existence
10,000 Common		$1.00	$10,000	perpetual
The Name and Address of Each Incorporator, and the Number and Class of Shares Subscribed to by Each Incorporator
		061, 062
060 Name		063, 064 Address	(Street, City, State, Zip Code)	Number & Class of Shares
		10th Floor, 2000 Market Street
Barbara M. Maddalo		Philadelphia, PA 19103		1 Common
	The shareholders of the corporation shall not have the right to cumulate their votes for the election of directors of the corporation.

IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION

THIS 18th DAY OF May 19 87

/s/  BARBARA M. MADDALO

Barbara M. Maddalo

-FOR OFFICE USE ONLY-
030 FILED	002 CODE	003 REV BOX	SEQUENTIAL NO.	100 MICROFILM NUMBER
MAY 19 1987			2476	87351075
	REVIEWED BY	004 SICC	AMOUNT	001 CORPORATION NUMBER
[ILLEGIBLE]	DATE APPROVED		$75	979882
Secretary of the Commonwealth	DATE REJECTED	CERTIFY TO	INPUT BY	LOG IN	LOG IN (REFILE)
Department of State		o REV.	[ILLEGIBLE] 5/24
Commonwealth of Pennsylvania
	MAILED BY DATE	o L & I o OTHER	VERIFIED BY [ILLEGIBLE] 5/26	LOG OUT	LOG OUT (REFILE)

UNITED HEALTH CARE SERVICES, INC.

UNANIMOUS WRITTEN CONSENT OF DIRECTORS AND SOLE SHAREHOLDER

        THE UNDERSIGNED, being all of the directors and the sole shareholder of United Health Care Services, Inc., a Pennsylvania corporation (the "Company"), consent to taking of the following actions and the adoption of the following resolutions without a meeting in accordance with Section 1727(b) of the Business Corporation Law of 1988, and agree that such actions and resolutions shall have the same force and effect as though duly taken and adopted at a meeting of the directors and shareholder duly called and legally held.

AMENDMENT OF ARTICLES OF INCORPORATION

        RESOLVED, that the name of the Company shall be changed from United Health Care Services, Inc. to NeighborCare Home Medical Equipment, Inc.

        RESOLVED, that the officers of the Company are hereby authorized and empowered to file an amendment to the Company's Articles of Incorporation which amendment will amend and restate line 010 of the Articles of Incorporation of the Company in its entirety to read as follows:

        "The name of the corporation is NeighborCare Home Medical Equipment, Inc."

        RESOLVED, that the officers of the Company are hereby authorized and empowered to take any and all action and to execute and deliver any and all documents, as any such officer deems necessary or advisable to effect the above-mentioned actions and resolutions, without further authority or approval by the Board of Directors of the Company.

        IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of Directors and Sole Shareholder as of this      day of September, 2002.

/s/  ROBERT H. FISH Robert H. Fish /s/  RICHARD R. HOWARD Richard R. Howard

	LIFE SUPPORT MEDICAL, INC., as sole shareholder
	By:	/s/  ROBERT H. FISH Robert H. Fish Chairman and Chief Executive Officer
Filed with the minutes of proceedings of the Board of Directors
/s/  JAMES J. WANKMILLER James J. Wankmiller, Corporate Secretary

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Exhibit 3.45

FEIN # 23-2464608
UNITED HEALTH CARE SERVICES, INC. UNANIMOUS WRITTEN CONSENT OF DIRECTORS AND SOLE SHAREHOLDER

EX-3.47

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Exhibit 3.47

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/20/1990
750263003 - 2241757

CERTIFICATE OF INCORPORATION

OF

TOTAL CARE BILLING SERVICES, INC.

        The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that:

FIRST:    The name of the corporation (hereinafter called the "corporation") is TOTAL CARE BILLING SERVICES, INC.

SECOND:    The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

THIRD:    The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:    The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1000). The par value of each of such shares is One dollar ($1.00). All such shares are of one class and are shares of Common Stock.

FIFTH:    The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
Sheila R. Hawkins	1025 Vermont Avenue N.W. Washington, D.C. 20005

SIXTH:    The powers of the incorporator shall terminate upon the filing of this certificate of incorporation. The names and addresses of the persons who are to serve as directors of the corporation until the first annual meeting of the stockholders of the corporation and until their successors are elected and qualify are as follows:

NAME	MAILING ADDRESS
Stewart Bainum, Jr.	10750 Columbia Pike Silver Spring, MD 20901
James H. Rempe	10750 Columbia Pike Silver Spring, MD 20901
Everett F. Casey	10750 Columbia Pike Silver Spring, MD 20901

SEVENTH:    The corporation is to have perpetual existence.

EIGHTH:    Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of

them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH:    For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

        1.     The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total number of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

        2.     After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

        3.     Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

TENTH:    The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

ELEVENTH:    The corporation shall, to the fullest extent permitted by § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer,

employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

TWELFTH:    From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TWELFTH.

Signed on September 19, 1990:

/s/ Sheila R. Hawkins

Incorporator

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 01/30/1992
752030059 - 2241757

CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
TOTAL CARE BILLING SERVICES, INC.
****

Pursuant to Section 242 of the General
Corporation Law of the State of Delaware

        TOTAL CARE BILLING SERVICES, INC. (hereinafter referred to as the "Corporation") a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY:

FIRST:    That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

        RESOLVED, that ARTICLE FIRST of the Certificate of Incorporation of Total Care Billing Services, Inc. shall be amended to read as follows:

        "FIRST: The name of the corporation is Vitalink Billing Services, Inc."

SECOND:    That in lieu of a meeting and vote of the sole stockholder, the stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware and the Certificate of Incorporation and Bylaws of said Corporation.

THIRD:    That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH:    That the capital of the Corporation will not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said TOTAL CARE BILLING SERVICES, INC. has caused its corporate seal to be hereunto affixed and this certificate to be signed by Scott Macomber, Vice President, and attested by James H. Rempe, Secretary, this 22nd day of January, 1992.

		TOTAL CARE BILLING SERVICES, INC.
	By	/s/ SCOTT MACOMBER
		Scott Macomber Vice President
[CORPORATE SEAL]
ATTEST:

By:	/s/ JAMES H. REMPE
	James H. Rempe Secretary

STATE OF MARYLAND	)
	)	ss:
COUNTY OF MONTGOMERY	)

        BE IT REMEMBERED that on this 22nd of January, 1992 personally came before me, a Notary Public in the state of Maryland, Scott Macomber, Vice President of TOTAL CARE BILLING SERVICES, INC., a corporation of the State of Delaware, and he duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said Corporation and the facts stated therein are true; and that the seal affixed to said certificate and attested by James H. Rempe, the Secretary of said Corporation, is the common or corporate seal of said Corporation.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.

	/s/ JENNIFER M. SHAFFER
	Notary Public My commission expires
[SEAL]	JENNIFER M. SHAFFER NOTARY PUBLIC STATE OF MARYLAND My Commission Expires February 1, 1994

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/27/1993
753239001 - 2241757

CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
VITALINK BILLING SERVICES, INC.

****

PURSUANT TO SECTION 242 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE

        VITALINK BILLING SERVICES, INC (hereinafter referred to as the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY:

        FIRST: That the Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of the State of Delaware on the September 20, 1990 and amended through a Certificate of Amendment filed with said office on January 30, 1992.

        SECOND: That ARTICLE FIRST of the Certificate of Incorporation of the Corporation is amended in its entirety to read as follows:

"FIRST: The name of the corporation is VITALINK INFUSION SERVICES, INC."

        THIRD: That such amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

        FOURTH: That the capital of the Corporation will not be reduced under or by reason of said amendment.

        IN WITNESS WHEREOF, VITALINK BILLING SERVICES, INC has caused its corporate seal to be hereunto affixed and this certificate to be signed by Scott Macomber, its Vice President, and attested by James H. Rempe, its Secretary, this 27th day of July, 1993.

		VITALINK BILLING SERVICES, INC.
(SEAL)		By:	/s/  SCOTT MACOMBER Scott Macomber Vice President
ATTEST:
By:	/s/  JAMES H. REMPE James H. Rempe Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 07/07/1997
971222876—2241757

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

*****

        Vitalink Infusion Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

        The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of New Castle.

        The Board of Directors of Vitalink Infusion Services, Inc. adopted the following resolution on the 9th day of April, 1997.

        Resolved, that the registered office of Vitalink Infusion Services, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

        IN WITNESS WHEREOF, Vitalink Infusion Services, Inc. has caused this statement to be signed by Robert W. Horner, III, its Secretary, this 20th day of June 1997.

/s/  ROBERT W. HORNER, III

Secretary

(Title)

*

Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

(DEL. - -264 - 6/15/94)

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

VITALINK INFUSION SERVICES, INC.

        Vitalink Infusion Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

        DOES HEREBY CERTIFY:

        FIRST: That the Board of Directors of said corporation, adopted a resolution proposing and declaring advisable the following amendment to the Restated Certificate of Incorporation of said corporation:

RESOLVED, that the Restated Certificate of Incorporation of Vitalink Infusion Services, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

The name of the corporation is NeighborCare Infusion Services, Inc. (the "Corporation").

        SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

        THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

        IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by Ira C. Gubernick, its Vice President, Office of the Chairman and Corporate Secretary, this 20^th day of November, 1998.

	Vitalink Infusion Services, Inc.
By	/s/  IRA C. GUBERNICK Vice President, Office of the Chairman and Corporate Secretary

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Exhibit 3.47

CERTIFICATE OF INCORPORATION OF TOTAL CARE BILLING SERVICES, INC.
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF VITALINK BILLING SERVICES, INC. **** PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF VITALINK INFUSION SERVICES, INC.

EX-3.49

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Exhibit 3.49

ARTICLES OF INCORPORATION
ENDORSED — FILED
in the office of the Secretary of State
of the State of California
JUL 21 2003
KEVIN SHELLEY
Secretary of State

I

        The name of this corporation is NeighborCare of California, Inc.

II

        The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the GENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

        The name in the State of California of this corporation's initial agent for service of process is:

Name    C T Corporation System

IV

        This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 100.

	/s/  JAMES J. WANKMILLER James J. Wankmiller, Incorporator
Secretary of State ARTS-GENERAL (05/2003)	[SEAL]

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Exhibit 3.49

EX-3.50

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Exhibit 3.50

CORPORATE RECORDS

OF

NeighborCare of California, Inc.

*****

INCORPORATED UNDER THE LAWS

OF THE

STATE OF CALIFORNIA

*****

LAW OFFICES

OF

BY-LAWS

ARTICLE I—OFFICES

        1.     The principal executive office of the corporation shall be at

        2.     The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the business of the Corporation may require.

ARTICLE II—SEAL

        1.     The corporation seal shall have inscribed thereon the name of the corporation, the date of its organization and the words "Incorporated, California."

ARTICLE III—SHAREHOLDERS' MEETINGS

        1.     Meetings of the shareholders shall be held at the principal executive office of the corporation or at such other place or places, either within or without the State of California, as may from time to time be selected.

        2.     The annual meeting of the shareholders shall be held on the                        of                         in each year if not a legal holiday, and if a legal holiday, then on the next secular day following at            o' clock     M., when they shall elect a Board of Directors, and transact such other business as may properly be brought before the meeting.

        If there is a failure to hold the annual meeting for a period of 60 days after the date designated therefor, the superior court of the proper county may summarily order a meeting to be held upon the application of any shareholder after notice to the corporation giving it an opportunity to be heard. The shares represented at such meeting, either in person or by proxy, and entitled to vote thereat shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of the articles or these by-laws.

        Special meetings of the shareholders may be called by the board, the chairman of the board, the president or the holders of shares entitled to cast not less than 10 percent of the votes at the meeting.

        3.     (a)    Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 (or if sent by third-class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters which the board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of subdivision (f) any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.

        (b)   Notice of a shareholders' meeting or any report shall be given either personally or by first-class mail addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice; or if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any notice or report in accordance with the provisions of this division, executed by the secretary, assistant secretary or any transfer agent, shall be prima facie evidence of the giving of the notice or report.

        If any notice or report addressed to the shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, all further notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.

        (c)   Upon request in writing to the chairman of the board, president, vice president, or secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request.

        (d)   When a shareholders' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

        (e)   The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this division to be included in the notice but not so included if such objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the articles, except as provided in subdivision (f).

        (f)    Any shareholder approval at a meeting, other than unanimous approval by those entitled to vote, pursuant to section 310, 902, 1201, 1900 or 2007 of the act shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.

        4.    Quorum; votes; withdrawal.    (a) Unless otherwise provided in the articles, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. Except as provided in subdivision (b), the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number is required by this division or the articles.

        (b)   The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than ajournment) is approved by at least a majority of the shares required to constitute a quorum.

2

        (c)   In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no other buisness may be transacted, except as provided in subdivision (b).

        5.    Actions without meeting; consent; procedure.    (a) Unless otherwise provided in the articles, any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

        (b)   Unless the consents of all shareholders entitled to vote have been solicited in writing.

        1.     Notice of any shareholders' approval of (a) a contract or other transaction between the corporation and one or more of its directors or another corporation, firm or association in which one or more if its directors has a material financial interest pursuant to Corp. C Sec. 310, (b) indemnification of an agent of the corporation, pursuant to Corp. C. Sec. 317, (c) the principal terms of a reorganization pursuant to Corp. C. Sec. 1201, and (d) a plan of distribution as part of the winding up of the corporation pursuant to Corp. C. Sec. 2007, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval.

        2.     Prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent, to those shareholders entitled to vote who have not consented in writing.

        (c)   Any shareholder giving a written consent, or the shareholder's proxyholders, or a transferee of the shares or a personal representative of the shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary of the corporation.

        (d)   Directors may not be elected by written consent except by unanimous consent of all shares entitled to vote for the election of directors.

        6.    Proxies; contents; form.    (a) Any form of proxy or written consent distributed to 10 or more shareholders of a corporation with outstanding shares held of record by 100 or more persons shall afford an opportunity on the proxy or form of written consent to specify a choice between approval and disapproval of each matter or group of related matters intended to be acted upon at the meeting for which the proxy is solicited or by such written consent, other than elections to office, and shall provide, subject to reasonable specified conditions, that where the person solicited specifies a choice with respect to any such matter the shares will be voted in accordance therewith.

        (b)   In any election of directors, any form of proxy in which the directors to be voted upon are named therein as candidates and which is marked by a shareholder "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld shall not be voted for the election of a director.

ARTICLE IV—VOTING AND PROXIES

        1.    One share, one vote; voting shares of on individual.    (a) Except as may be otherwise provided in the articles, each outstanding share, regardless of class shall be entitled to one vote on each matter submitted to a vote of shareholders except with regard to cumulative voting in elections of directors.

3

        (b)   Any holder of shares entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, other than elections to office, but, if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares such shareholder is entitled to vote.

        2.    Ownership of shares; record date.    (a) In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days prior to the date of such meeting nor more than 60 days prior to any other action.

        (b)   If no record date is fixed:

        1.     The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

        2.     The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the board has been taken, shall be the day on which the first written consent is given.

        3.     The record of date for determining shareholders for any other purpose shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

        (c)   A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting, but the board shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.

        (d)   Shareholders at the close of business on the record date are entitled to notice and to vote or to receive the dividend, distribution of allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the articles or by agreement or in this division.

        3.    Shares held by two or more persons.    (a) If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirely, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with repect to voting shall have the following effect:

        1.     If only one votes, such act binds all;

        2.     If more than one vote, the act of the majority so voting binds all;

        3.     If more than one vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

        If the instrument so filed or the registration of the shares shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this section shall be a majority or even split in interest.

4

        4.    Proxies; validity; expiration; revocation.    (a) Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to such shares. Any proxy purporting to be executed in accordance with the provisions of this division shall be presumptively valid.

        (b)   No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise provided in this section. Such revocation may be effected by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed.

        (c)   A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is received by the corporation.

        (d)   Except when other provision shall have been made by written agreement between the parties, the recordholder of shares which such person holds as pledgee or otherwise as security or which belong to another shall issue to the pledgor or to the owner of such shares, upon demand therefor and payment of necessary expenses thereof, a proxy to vote or take other action thereon.

        (e)   A proxy which states that it is irrevocable is irrevocable for the period specified therein (notwithstanding subdivision (c) when it is held by any of the following or a nominee of any of the following:

        1.     A pledgee;

        2.     A person who has purchased or agreed to purchase or holds an option to purchase the shares or a person who has sold a portion of such person's shares in the corporation to the maker of the proxy;

        3.     A creditor or creditors of the corporation or the shareholder who extended or continued credit to the corporation or the shareholder in consideration of the proxy if the proxy states that it was given in consideration of such extension or continuation of credit and the name of the person extending or continuing credit;

        4.     A person who has contracted to perform services as an employee of the corporation, if a proxy is required by the contract of employment and if the proxy states that it was given in consideration of such contract of employment, the name of the employee and the period of employment contracted for: or

        5.     A beneficiary of a trust with respect to shares held by the trust. Notwithstanding the period of irrevocability specified, the proxy becomes revocable when the pledge is redeemed, the option or agreement to purchase is terminated or the seller no longer owns any shares of the corporation or dies, the debt of the corporation or the shareholder is paid, the period of employment provided for in the contract of employment has terminated or the person ceases to be a beneficiary of the trust. In addition to the foregoing clauses 1. through 4., a proxy may be made irrevocable (notwithstanding subdivision (c) if it is given to secure the performance of a duty or to protect a title, either legal or equitable, until the happening of events which, by its terms, discharge the obligations secured by it.

        (f)    A proxy may be revoked, notwithstanding a provision making it irrevocable, by a transferee of shares without knowledge of the existence of the provision unless the existence of the proxy and its irrevocability appears on the certificate representing such shares.

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        5.    Inspectors of elections.    (a) In advance of any meeting of shareholders the board may appoint inspectors of election to act at the meeting and any adjournment thereof, If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any meeting of the shareholders may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine whether one or three inspectors are to be appointed.

        (b)   The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all shareholders.

        (c)   The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

        6.    Directors, cumulative voting for; election by ballot.    (a) Every shareholder complying with subdivision (b) and entitled to vote at any election of directors may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are normally entitled or distribute the shareholder's votes on the same principle among as many candidate as the shareholder thinks fit.

        (b)   No shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which such shareholder normally is entitled to cast) unless such candidate or candidates' names have been placed in nomination prior to voting and the shareholder has given notice at the meeting prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

        (c)   In any election of directors, the candidates receiving the highest number of affirmative votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected; votes against the director and votes withheld shall have no legal effect.

        (d)   Elections for directors need not be by ballot unless a shareholder demands election by ballot at the meeting and before the voting begins or unless the bylaws so require.

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ARTICLE V—DIRECTORS AND OTHER OFFICERS

        The business of this corporation shall be managed by its Board of Directors,                         in number. Whenever all of the shares of the corporation are owned beneficially and of record by either one or two shareholders, the number of directors may be less than three but not less than the number of shareholders. Whenever there are three or more shareholders, there must be at least three directors.

        1.    Powers of the board; delegation; close corporations.    (a) Subject to the provisions of this division and any limitations in the articles relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.

        2.    Directors; election; term.    (a) At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting

        (b)   Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

        3.    Directors; removal with cause.    (a) The board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.

        4.    Directors; removal without cause.    (a) Any or all of the directors may be removed without cause if such removal is approved by a majority of the outstanding shares subject to the following:

        1.     No director may be removed (unless the entire board is removed) when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.

        (b)   Any reduction of the authorized number of directors does not remove any director prior to the expiration of such director's term of office.

        (c)   A director may not be removed prior to the expiration of such director's term of office except that any director who has been declared of unsound mind by an order of the court or convicted of a felony or removed by the Superior Court of the proper county at the suit of shareholders holding at least 10% of the number of outstanding shares in the case of fraudulent or dishonest acts.

        5.    Meetings of directors.    (a) Unless otherwise provided in the articles:

        1.     Meetings of the board may be called by the chairman of the board or the president or any vice president or the secretary or any two directors

        2.     Regular meetings of the board may be held without notice if the time and place of such meetings are fixed by the by-laws or the board. Special meetings of the board shall be held upon four days' notice by mail or 48 hours' notice delivered personally or by telephone or telegraph. The articles or bylaws may not dispense with notice of a special meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the board.

        3.     Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before of after the meeting, or who attends the meeting without protesting, prior, thereto or at its commencement,

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the lack of notice to such director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

        4.     A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

        5.     Meetings of the board may be held at any place within or without the state which has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, designated in the bylaws or by resolution of the board.

        6.     Members of the board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this subdivision constitutes presence in person at such meeting.

        7.     A majority of the authorized number of directors constitutes a quorum of the board for the transaction of business. The articles or bylaws may not provide that a quorum shall be less than one-third the authorized number of directors or less than two, whichever is larger, unless the authorized number of directors is one, in which case one director constitutes a quorum.

        8.     Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

        (b)   Any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

        (c)   The provisions of this section apply also to committees of the board and incorporators and action by such committees and incorporators, mutatis mutandis.

        6.    Executive Committee.    The board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee, to the extent provided in the resolution of the board or in the bylaws, shall have the authority of the board, except with respect to:

        (a)   The approval of any action for which this division also requires shareholders' approval or approval of the outstanding shares.

        (b)   The filling of vacancies on the board or in any committee.

        (c)   The fixing of compensation of the directors for serving on the board or on any committee.

        (d)   The amendment or repeal of bylaws or the adoption of new bylaws.

        (e)   The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable.

        (f)    A distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board.

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        (g)   The appointment of other committees of the board or the members thereof.

        7.    President, Vice President, Secretary, Treasurer and other officers.    (a) A corporation shall have a chairman of the board or a president or both, a secretary, a chief financial officer and such other officers with such titles and duties as shall be stated in these bylaws or determined by the board and as may be necessary to enable it to sign instruments and share certificates. The president, or if there is no president the chairman of the board, is the general manager and chief executive officer of the corporation, unless otherwise provided in the articles. Any number of offices may be held by the same person unless the articles provide otherwise.

        (b)   Except as otherwise provided by the articles, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under contract of employment. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

        8.    Liability of Directors and Officers.    (a) A director shall perform the duties of a director, including the duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

        (b)   In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

        1.     One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented,

        2.     Counsel, independent accountants or other persons as to matters which the director believes to be within person's professional or expert competence, or

        3.     A committee of the board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

        (c)   A person who performs the duties of a director in accordance with subdivisions (a) and (b) shall have no liability based upon any alleged failure to discharge the person's obligations as a director.

        (d)   A director who is present at a meeting of the board, or any committee thereof, at which action specified in subdivision (a) is taken and who abstains from voting shall be considered to have approved the action.

        9.    Vacancies.    (a) Unless otherwise provided in the articles and except for a vacancy created by the removal of a director, vacancies on the board may be filled by a majority of the directors then in office, whether or not less than a quorum or by a sole remaining director. Unless the articles provide that the board may fill vacancies occurring on the board by reason of the removal of directors, such vacancies may be filled only by approval of the shareholders.

        (b)   The shareholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent other than to fill a vacancy created by removal requires the consent of a majority of the outstanding shares entitled to vote.

        (c)   If after the filling of any vacancy by the directors, the directors then in office who have been elected by the shareholders shall constitute less than a majority of the directors then in office.

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        1.     Any holder or holders of an aggregate of 5 percent or more of the total number of shares at the time outstanding having the right to vote for such directors may call a special meeting of shareholders.

        2.     Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

ARTICLE VI—MISCELLANEOUS PROVISIONS

        1.     All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

        2.     The fiscal year of the corporation shall begin on the first day of

        3.     Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

ARTICLE VII—ANNUAL STATEMENT

        1.     The president and board of directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the board of directors shall deem advisable and need not be verified by a certified public accountant.

ARTICLE VIII—AMENDMENTS

        1.     By-laws may be adopted, amended or repealed either by affirmative vote of the holders, a majority of the outstanding shares entitled to vote or by the board. A by-law changing the number of directors must be approved by the shareholders.

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UNANIMOUS CONSENT IN LIEU OF
ORGANIZATION MEETING OF INCORPORATORS

        THE UNDERSIGNED, being the incorporators of the above named corporation, a corporation organized under the laws of the State of California,             hereby adopt the following resolutions:

        RESOLVED, That the secretary of this corporation cause a copy of the Articles of Incorporation filed with the Secretary of State of California to be prefixed to the minutes, and that this corporation proceed to do business thereunder.

        RESOLVED, That the form of bylaws submitted for the regulation of the affairs of the corporation be adopted and inserted in the minute book immediately following the copy of the Articles of Incorporation.

        RESOLVED, That the following are designated to constitute the board of directors of this corporation, to hold office for the ensuing year and until successors are chosen and qualified.

        RESOLVED, That the board of directors be and it is hereby authorized to issue the capital stock of this corporation to the full amount or number of shares authorized by the Articles of Incorporation, in such amounts and proportions as from time to time shall be determined by the board, and to accept in full or in part payment thereof such property as the Board may determine shall be good and sufficient consideration and necessary for the business of this corporation.

        Dated:

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UNANIMOUS CONSENT IN LIEU OF
FIRST MEETING OF BOARD OF DIRECTORS

        THE UNDERSIGNED, being all of the directors of the above named corporation,            hereby adopt the following resolutions:

        RESOLVED, That the following persons be appointed to the offices set opposite their respective names, to serve for one year and until their successors are chosen and qualify:

        RESOLVED, That the share certificates of this corporation shall be in the form submitted.

        RESOLVED, That the seal, an impression of which is herewith affixed, be adopted as the corporate seal of this corporation.

        RESOLVED, That the Secretary is hereby authorized and directed to procure the proper corporate books, and the Treasurer be and is hereby authorized and directed to pay all fees and expenses incident to and necessary for the organization of the corporation.

        RESOLVED, That the officers of this corporation be authorized and directed to open a bank account in the name of the corporation, in accordance with a form of bank resolution attached to these minutes.

        WHEREAS any individual or partnership holding original issue common shares in a domestic small business corporation will benefit under the provisions of Sectionn 1244 of the Internal Revenue Code in the event that their shares are disposed of at a loss or become worthless, by having the loss considered an ordinary loss up to $50,000.00 per taxable year ($100,000.00 on a joint return), and

        WHEREAS a small business corporation is defined as one in which the aggregate amount of money and other property received by the corporation for stock, as a contribution to capital and as paid in surplus, does not exceed $1,000,000.00; and the corporation has derived more than 50% of its gross income for the five most recent taxable years from sources other than royalties, rents, dividends, interest, annuities or gains from the sale of securities.

        RESOLVED, That in order for the shareholders of the corporation to enjoy the benefits of Sectionn 1244 of the Internal Revenue Code of 1954, the proper officers of the corporation are hereby directed to issue the shares of the corporation in such manner as to comply with the conditions of Section 1244 and to see that all the required records are maintained and the share certificates are marked "Section 1244 Shares."

        WHEREAS, the secretary of the corporation has obtained an opinion of counsel that the proposed issuance of shares qualifies under the Close Corporation exemption of Corp. C. Sec. 25102 (H) be it,

        RESOLVED, That full paid and non-assessable shares of the corporation be issued as follows:

being good and sufficient consideration for the shares demanded therefor and necessary for the business of this corporation.

        FURTHER RESOLVED, That the president and secretary be and they are hereby authorized and directed to issue and deliver certificates of full paid and non-assessable shares of this corporation to the said.

        RESOLVED, That the proper officers of the corporation be and they are hereby authorized and directed on behalf of the corporation, and under its corporate seal, to make and file such certificate, report or other instrument as may be required by law to be filed in any state, territory, or dependency of the United States, or in any foreign country, in which said officers shall find it necessary or expedient to file the same to authorize the corporation to transact business in such state, territory, dependency or foreign country.

        Dated:

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WAIVER OF NOTICE
SPECIAL MEETING OF THE BOARD OF DIRECTORS

        WE, THE UNDERSIGNED, being the directors elected by the shareholders of the above named corporation, DO HEREBY WAIVE NOTICE of the time, place and purpose of a special meeting of the Board of Directors of said corporation.

        We designate the                        day of                        at                         o' clock                        M. as the time, and                        as the place of said meeting; the purpose of said meeting is to consider the adoption of a medical expense reimbursement plan.

        Dated:

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MINUTES OF A SPECIAL MEETING OF
THE BOARD OF DIRECTORS

        A special meeting of the Board of Directors was held on the                        day of            , at        o' clock        .M., at                         pursuant to written waiver of notice thereof signed by all the directors, fixing said time and place.

                  acted as Chairman and                        served as Secretary of the meeting.

        The Chairman announced that the following Directors, constituting the full Board of Directors of this corporation were present:

        The Chairman stated that the purpose of the meeting was to approve and adopt a medical expense reimbursement plan, a copy of which was presented to those present.

        Upon motion duly made, seconded and carried, it was

        RESOLVED, That the medical expense reimbursement plan, a copy of which is attached to and made a part of these minutes, be adopted and that the proper officers are hereby authorized to take the necessary steps to implement said plan.

        There being no further business, the meeting upon motion adjourned.

Secretary

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WAIVER OF NOTICE
SPECIAL MEETING OF THE BOARD OF DIRECTORS

        WE, THE UNDERSIGNED, being the directors elected by the stockholders of the above named corporation, DO HEREBY WAIVE NOTICE of the time, place and purpose of a special meeting of the Board of Directors of said corporation.

        We designate the            day of                        at    o' clock    M. as the time, and                                    as the place of said meeting; the purpose of said meeting being the adoption of a resolution providing for the corporation to elect to be taxed as a tax option corporation under Subchapter S of the Internal Revenue Code.

        Dated:

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MINUTES OF A SPECIAL MEETING OF
THE BOARD OF DIRECTORS

        A special meeting of the Board of Directors was held on the            day of                        , at    o' clock    M., at                         pursuant to written waiver of notice thereof signed by all the directors, fixing said time and place.

                  acted as Chairman and                        served as Secretary of the meeting.

        The Chairman announced that the following Directors constituting the full Board of Directors of this corporation, were present:

        The Chairman stated that the purpose of the meeting was to consider the adoption of a resolution to authorize the proper officers of the corporation to take the necessary steps to implement the election of the shareholders to have the corporation taxed under Subchapter S of the Internal Revenue Code.

        Upon, motion, duly made, seconded and carried, the following preamble and resolution were unanimously adopted:

        WHEREAS it is deemed advisable and to the advantage of the shareholders that this corporation be taxed under Subchapter S of the Internal Revenue Code,

        Now, therefore, be it

        RESOLVED, That the proper officer or officers of the corporation are hereby authorized and directed to obtain the necessary consents from the shareholders and file the same, together with such other papers and forms as may be required, with the District Director of Internal Revenue, in order to permit the corporation to be taxed under Subchapter S of the Internal Revenue Code.

        There being no further business, the meeting upon motion adjourned.

Secretary

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MEDICAL EXPENSE REIMBURSEMENT PLAN

        Under Internal Revenue Code Section 105 an employee of a small corporation may receive reimbursements for medical expenses incurred by him for himself, his spouse and dependents. The payments received are not taxable as income to the recipient and at the same time qualify as deductible business expenses of the corporation.

        In order to qualify as a noninsured Medical Expense Reimbursement Plan with tax-exempt benefits, the plan must meet two requirements:

        1.     It must not discriminate in favor of someone who is highly compensated by being among the employer's five highest paid officers, a shareholder owning more than 10% in value of the employer's stock, or among the highest paid 25% of all employees who are not officers of shareholders.

        2.     It must benefit 70% or more of all employees, or 80% or more of all those eligible to participate in the plan. Employees who have not completed three years of service, are under age 25, are part-time seasonal or nonresident alien employees, or those covered by an agreement between representatives and the employer (as in the case of a labor union contract with a medical plan) need not be included.

        3.     The plan should be adopted by resolution of the board of directors and followed in practice.

        (The above rules, in effect prior to the enactment of Code Section 89 nondiscrimination rules, have been reinstated with the retroactive repeal of Code Section 89.

        Code Section 89 proved to be an administrative nightmare requiring tremendous compliance efforts on the part of employers. After intensive lobbying by the business community, Congress realized that these rules could prove to have a negative effect on employer decisions as to whether or not to provide, or continue to provide, benefits to employees.)

November, 1989

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MEDICAL EXPENSE REIMBURSEMENT
PLAN OF

        This corporation does hereby establish a Medical Expense Reimbursement Plan, hereinafter referred to as the "Plan", for the benefit of those of its employees who now, or who will subsequently, meet the following requirements and hereinafter be referred to as a "participant":

        1.     REIMBURSEMENT FOR MEDICAL CARE EXPENSE:

        (a)   The corporation shall from time to time reimburse any participant of the Plan, who is employed by the corporation on a full-time basis, for all expenses incurred by such participant for the medical care as defined in Section 213 of the Internal Revenue Code of such participant, his spouse, and his qualified dependents under Section 152 of the Internal Revenue Code.

        (b)   The Company may pay any or all of the qualified medical expenses directly or reimburse the participant for such expenses.

        (c)   The reimbursement to, or the payment on behalf of, any one participant including his spouse and his dependents, shall be limited to    in any one fiscal year of the company.

        (d)   The participant shall present the bill or bills for medical expenses to the corporation before the corporation shall be obligated to pay or reimburse the participant. A failure to submit a bill or proof of payment may at the discretion of the Company, terminate such individual's right to reimbursement.

        2.     Reimbursement under this Plan shall be excess coverage only over any insurance plan or payment received from any other source.

        3.     This plan may be terminated or amended at any time by majority vote of the Board of Directors of the corporation; however such termination or amendment shall not affect any right to claim reimbursement for medical expenses incurred prior to such termination or amendment.

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Exhibit 3.50

BY-LAWS
ARTICLE I—OFFICES
ARTICLE II—SEAL
ARTICLE III—SHAREHOLDERS' MEETINGS
ARTICLE IV—VOTING AND PROXIES

EX-3.51

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Exhibit 3.51

ARTICLES OF INCORPORATION
Indicate the appropriate act
The undersigned, desiring to form a corporation (hereinafter referred to as "Corporation") pursuant to the provisions of:
ý Indiana Business Corporation Law	o Indiana Professional Corporation Act of 1983
As amended, executes the following Articles of Incorporation:
ARTICLE I—NAME
Name of Corporation
CompuPharm-LTC, Inc. (the name must contain the word "Corporation", "Incorporated", "Limited", "Company" or an abbreviation of one of these words).
ARTICLE II—REGISTERED OFFICE AND AGENT
Registered Agent: The name and street address of the Corporation's Registered Agent and Registered Office for service of process are:
Name of Registered Agent
C T CORPORATION SYSTEM
Address of Registered Office (street or building)	City		ZIP code
ONE NORTH CAPITOL AVENUE	INDIANAPOLIS	Indiana	46204
Principal Office: The post office address of the principal office of the Corporation is:
Post office address	City	State	ZIP code
300 Corporate Pointe, Suite 400	Culver City	CA	90230

ARTICLE III—AUTHORIZED SHARES
Number of shares:	One Thousand (1,000)If there is more than one class of shares, shares with rights and preferences, list such information on "Exhibit A."

ARTICLE IV—INCORPORATORS (the name(s) and address(es) of the incorporators of the corporation)
NAME	NUMBER AND STREET OR BUILDING	CITY	STATE	ZIP CODE
Suzanne M. Forman	300 Corporate Pointe Suite 400	Culver City	CA	90230

In Witness Whereof, the undersigned being all the incorporators of said corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true, this 27^th day of     May                 , 1994.

Signature	Printed name
SUZANNE M. FORMAN	Suzanne M. Forman
Signature	Printed name
Signature	Printed name
This instrument was prepared by: (name)
Suzanne M. Forman
Address (number, street, city and state)		Zip code
300 Corporate Pointe, Suite 400, Culver City, CA		90230

[SEAL]	ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION State Form 38333 (R 3 / 1-88) "Approved by State Board of Accounts, (Revised) 1988"		Provided by	EVAN BAYH Secretary of State Room 155 State House Indianapolis, Indiana 46204
	INSTRUCTIONS:	Use 8 1/2 x 11 inch white paper for inserts. Filing requirements - Present original and one copy to address in upper right corner of this form.		(317) 232-6576 Indiana Code 23-1-38-1 et seg. FILING FEE $30.00

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:

The undersigned officers of
                                CompuPharm-LTC, Inc.

(hereinafter referred to as the "Corporation") existing pursuant to the provisions of:
(Indicate appropriate act)

            ý Indiana Business Corporation Law            o Indiana Professional Corporation Act of 1983

as amended (hereinafter referred to as the "Act"), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

ARTICLE I Amendment(s)

SECTION 1 The date of incorporation is:

                                June 2, 1994

SECTION 2 The name of the corporation following this amendment to the Articles of Incorporation is:

                                TeamCare of Indiana, Inc.

SECTION 3

The exact text to Article(s)     I     of the Articles of Incorporation is now as follows:

Name of Corporation: TeamCare of Indiana, Inc.

ARTICLE II Manner of Adoption and Vote

SECTION 1 Action by Directors:

        The Board of Directors of the Corporation duly adopted a resolution proposing to amend the terms and provisions of Article(s)     I     of the Articles of Incorporation and directing a meeting of the Shareholders, to be held on July 3, 1996, allowing such Shareholders to vote on the proposed amendment.

The resolution was adopted by: (Select appropriate paragraph)

(a)

Vote of the Board of Directors at a meeting held on                        , 19    , at which a quorum of such Board was present.



(b)

Written consent executed on July 3, 1996, and signed by all members of the Board of Directors.

SECTION 2 Action By Shareholders:

        The Shareholders of the Corporation entitled to vote in respect of the Articles of Amendment adopted the proposed amendment. The amendment was adopted by: (Select appropriate paragraph)

(a)

Vote of such Shareholders during the meeting called by the Board of Directors. The result of such vote is as follows:

	TOTAL
SHAREHOLDERS ENTITLED TO VOTE:
SHAREHOLDERS VOTED IN FAVOR:
SHAREHOLDERS VOTED AGAINST:

(b)

Written consent executed on July 3, 1996, and signed by all such Shareholders.

SECTION 3 Compliance with Legal Requirements.

        The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to the penalties of perjury that the statements contained are true this 3rd day of July, 1996.

Current Officer's Signature /s/  M. HENRY DAY, JR.	Officer's Name Printed M. Henry Day, Jr.
Officer's Title Assistant Secretary

STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE

ARTICLES OF AMENDMENT

        To Whom These Presents Come, Greeting:

        WHEREAS, there has been presented to me at this office, Articles of Amendment for:

COMPUPHARM-LTC, INC.

and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended.

        The name of the corporation is amended as follows:

TEAMCARE OF INDIANA, INC.

        NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

        The effective date of these Articles of Amendment is July 12, 1996.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Twelfth day of July, 1996.
	Deputy

STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE

ARTICLES OF AMENDMENT

        To Whom These Presents Come, Greeting:

        WHEREAS, there has been presented to me at this office, Articles of Amendment for:

TEAMCARE OF INDIANA, INC.

and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended.

        The name of the corporation is amended as follows:

NEIGHBORCARE OF INDIANA, INC.

        NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

        The effective date of these Articles of Amendment is December 03, 1998.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Third day of December, 1998.
Sue Anne Gilroy SUE ANNE GILROY, Secretary of State
	Deputy

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Exhibit 3.51

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF
STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE ARTICLES OF AMENDMENT
STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE ARTICLES OF AMENDMENT

EX-3.52

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Exhibit 3.52

BYLAWS
Of
NEIGHBORCARE of INDIANA, INC.

BYLAWS
Of
NEIGHBORCARE of INDIANA, INC.
An Indiana Corporation

ARTICLE I.    OFFICES

        Section 1.    PRINCIPAL EXECUTIVE OFFICE.    The principal executive office of the corporation is hereby fixed and located at: 300 Corporate Pointe, Suite 400, Culver City, California 90230. The Board of Directors (herein called the "Board") is hereby granted full power and authority to change said principal executive office from one location to another. Any such change shall be noted on the Bylaws opposite this Section, or this Section may be amended to state the new location.

        Section 2.    OTHER OFFICES.    Branch or subordinate offices may at any time be established by the Board at any place or places.

ARTICLE II.    SHAREHOLDERS

        Section 1.    PLACE OF MEETINGS.    Meetings of shareholders shall be held either at the principal executive office of the corporation or at any other place within or without the State of Indiana which may be designated either by the Board or by the written consent of all persons entitled to vote thereat, given either before or after the meeting and filed with the Secretary.

        Section 2.    ANNUAL MEETINGS.    The annual meetings of shareholders shall be held on June 2 at 10:00 a.m., local time or such other date or such other time as may be fixed by the Board; provided however, that should said day fall upon a Saturday, Sunday, or legal holiday observed by the corporation at its principal executive office, then any such annual meeting of shareholders shall be held at the same time and place on the next full business day. At such meetings directors shall be elected and any other proper business may be transacted.

        Section 3.    SPECIAL MEETINGS.    Special meetings of the shareholders may be called at any time by the Board, the Chairman of the Board, the President, or by the holders of shares entitled to cast not less than 10 percent of the votes at such meeting. Upon receipt of a request in writing addressed to the Chairman of the Board, the President, any Vice-President or the Secretary by any person (other than the Board) entitled to call a special meeting of shareholders, the such Officer shall forthwith cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 or more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice.

        Section 4.    NOTICE OF ANNUAL OR SPECIAL MEETING.    Written notice of each annual or special meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting and (i) in the case of a special meeting the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election.

        Notice of a shareholders' meeting shall be given either personally or by mail or by other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice; or, if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. Notice by mail shall be deemed to have been

given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient.

        Section 5.    QUORUM.    A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present, may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

        Section 6.    ADJOURNED MEETING AND NOTICE THEREOF.    Any shareholders' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by a proxy thereat, but in the absence of a quorum (except as provided in Section 5 of this Article) no other business may be transacted at such meeting.

        It shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken; provided, however, when any shareholders' meeting is adjourned for more than 45 days or, if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting.

        Section 7.    VOTING.    The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of the corporation on the record date determined in accordance with Section 8 of this Article.

        Voting in all cases be subject to the provisions of the Indiana Business Corporation Law and to the following provisions:

        (a)   Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder's name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee's name.

        (b)   Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver's name if authority to do so is contained in the order of the court by which such receiver was appointed.

        (c)   Subject to the provisions of the Indiana Business Corporation Law, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

        (d)   Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor's property has been appointed and written notice of such appointment given to the corporation.

        (e)   Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such other corporation may determine or, in the absence of such determination, by the chairman of the board, president or any

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vice-president of such other corporation, or by any other person authorized to do so by the board, president or any vice-president of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of a corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

        (f)    Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

        (g)   Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

        (h)   If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

          (i)  If only one votes, such act binds all;

         (ii)  If more than one vote, the act of the majority so voting binds all;

        (iii)  If more than one vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

        If the instrument so filed or the registration of the shares show that any such tenancy is held in unequal interests, a majority or even split for the purpose of this section shall be a majority or even split in interest.

        Subject to the following sentence and to the provisions of the Indiana Business Corporation Law, every shareholder entitled to vote at any election of directors may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are entitled, or distribute the shareholder's votes on the same principle among as many candidates as the shareholder thinks fits. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates' names have been placed in nomination prior to the voting and the shareholder has given notice, at the meeting prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

        Elections need not be by ballot, provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

        In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

        Section 8.    RECORD DATE.    The Board may fix, in advance, a record date for the determination of the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise rights in respect of any other lawful action. The record date so fixed shall be not more than 60 nor less than 10 days prior to the date of the meeting nor more than 60 days prior to any other action. When a record date is so fixed,

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only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise of the rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. The Board shall fix a new record date if the meeting is adjourned for more than 45 days.

        If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining shareholders for any purpose other than set forth in this Section 8 or Section 10 of this Article shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later.

        Section 9.    CONSENT OF ABSENTEES.    The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need to be specified in any written waiver of notice, except as provided in the Indiana Business Corporation Law.

        Section 10.    ACTION WITHOUT MEETING.    Subject to the Indiana Business Corporation Law, any action which, under any provision of the Indiana Business Corporation Law, may be taken at any annual or special meeting of shareholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting purposes be fixed as provided in Section 8 of this Article, the record date for determining shareholders entitled to give consent pursuant to this Section 10, when no prior action by the Board has been taken, shall be the day on which the first written consent is given.

        Section 11.    PROXIES.    Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

        Section 12.    INSPECTORS OF ELECTION.    In advance of any meeting of shareholders, the Board may appoint any persons other than nominees for office as inspectors of election to act at such meeting and any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any shareholder or shareholder's proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present shall determine whether one or three inspectors are to be appointed.

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        The duties of such inspectors shall be as prescribed by the Indiana Business Corporation Law and shall include: determining the number of shares outstanding and the voting power of each; the shares represented at the meeting; the existence of a quorum; the authenticity, validity, and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents, determining when the polls shall close; determining the result; and doing such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all.

ARTICLE III.    DIRECTORS

        Section 1.    POWERS.    Subject to limitations of the Articles, or these Bylaws, and of the Indiana Business Corporation Law relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

        (a)   To select and remove all the other officers, agents, and employees of the corporation, prescribe the powers and duties for them as may not be inconsistent with law, or with the Articles or these Bylaws, fix their compensation, and require from them security for faithful service.

        (b)   To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations therefor not inconsistent with law, or with the Articles or these Bylaws, as they may deem best.

        (c)   To adopt, make, and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time as in their judgment they may deem best.

        (d)   The authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful.

        (e)   The borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.

        Section 2.    NUMBER AND QUALIFICATION OF DIRECTORS.    The authorized number of directors shall not be less than three (3) nor more than five (5) until changed by amendment of the Bylaws duly adopted by the shareholders amending this Section 2.

        Section 3.    ELECTION AND TERM OF OFFICE.    The directors shall be elected at each annual meeting of shareholders but if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. Each director shall hold office until the next annual meeting and until a successor has been elected and qualified.

        Section 4.    VACANCIES.    Any director may resign effective upon giving written notice to the Chairman of the Board, the President, Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

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        Vacancies in the Board, including those existing as a result of a removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the next annual meeting and until such director's successor has been elected and qualified.

        A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

        The Board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.

        The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.

        No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office.

        Section 5.    PLACE OF MEETING.    Regular or special meetings of the Board shall be held at any place within or without the State of Indiana which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation.

        Section 6.    REGULAR MEETINGS.    Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.

        Section 7.    SPECIAL MEETINGS.    Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the President, or any Vice-President or the Secretary or by any two directors.

        Special meetings of the Board shall be held upon four days' written notice or 48 hours' notice given personally or by telephone, telegraph, telex, or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the corporation or as may have been given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.

        Notice by mail shall have been deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

        Section 8.    QUORUM.    A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business

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notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

        Section 9.    PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.    Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear by one another.

        Section 10.    WAIVER OF NOTICE.    The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

        Section 11.    ADJOURNMENT.    A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

        Section 12.    FEES AND COMPENSATION.    Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

        Section 13.    ACTION WITHOUT MEETING.    Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

        Section 14.    RIGHTS OF INSPECTION.    Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and obtain extracts.

        Section 15.    COMMITTEES.    The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

        (a)   The approval of any action for which the Indiana Business Corporation Law also requires shareholders' approval or approval of the outstanding shares;

        (b)   The filling of vacancies on the Board or on any committee;

        (c)   The fixing of compensation of the directors for serving on the Board or on any committee;

        (d)   The amendment or repeal of Bylaws or the adoption of new Bylaws;

        (e)   The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

        (f)    A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board;

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        (g)   The appointment of other committees of the Board or the members thereof.

        Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

ARTICLE IV.    OFFICERS

        Section 1.    OFFICERS.    The officers of the corporation shall be a president, a secretary, and a treasurer. The corporation may also have, at the discretion of the Board, a chairman of the board, one or more vice-presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article.

        Section 2.    ELECTION.    The officers of the corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

        Section 3.    SUBORDINATE OFFICERS.    The Board may elect, and may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

        Section 4.    REMOVAL AND RESIGNATION.    Any officer may be removed, either with or without cause, by the Board of Directors at any time, or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

        Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

        Section 5.    VACANCIES.    A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

        Section 6.    CHAIRMAN OF THE BOARD.    The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned by the Board.

        Section 7.    PRESIDENT.    Subject to such powers, if any, as may be given by the Board to the Chairman of the Board, if there be such an officer, the President is the general manager and chief executive officer of the corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and officers of the corporation. The President shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at

8

all meetings of the Board. The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers as may be prescribed by the Board.

        Section 8.    VICE-PRESIDENTS.    In the absence or disability of the President, the Vice-Presidents in order of their rank as fixed by the Board or, if not ranked, the Vice-President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.

        Section 9.    SECRETARY.    The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board may order, a book of minutes of all meetings of shareholders, the Board, and its committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the corporation at the principal executive office or business office in accordance with the Indiana Business Corporation Law.

        The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation's transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

        The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board and of any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

        Section 10.    TREASURER.    The Treasurer is the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct amounts of the properties and business transactions of the corporation, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

        The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE V.    OTHER PROVISIONS

        Section 1.    INSPECTION OF CORPORATE RECORDS.

        (a)   As shareholder or shareholders holding at least five percent in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the

9

election of directors of the corporation shall have an absolute right to do either or both of the following:

          (i)  Inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours upon five business days' prior written demand upon the corporation; or

         (ii)  Obtain from the transfer agent, if any, for the corporation, upon five business days' prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders' names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

        (b)   The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder's interest as a shareholder or holder of a voting trust certificate.

        (c)   The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such shareholder's interests as a shareholder or as a holder of such voting trust certificate.

        (d)   Any inspection and copying under this Article may be made in person or by agent or attorney.

        Section 2.    INSPECTION OF BYLAWS.    The corporation shall keep in its principal executive office the original or a copy of these Bylaws as amended to date which shall be open to inspection by shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of Indiana and the corporation has no principal business office in such state, it shall upon the written notice of any shareholder furnish to such shareholder a copy of these Bylaws as amended to date.

        Section 3.    ENDORSEMENT OF DOCUMENTS; CONTRACTS.    Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance, or other instrument in writing and any assignment or endorsements thereof executed or entered into between this corporation and any other person, when signed by the Chairman of the Board, the President or any Vice-President, and the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of this corporation shall be valid and binding on this corporation in the absence of actual knowledge on the part of the other person that the signing officers had not authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board and, unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

        Section 4.    CERTIFICATES OF STOCK.    Every holder of shares of the corporation shall be entitled to have a certificate signed in the name of the corporation by the Chairman of the Board, the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such an officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

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        Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the board may provide; provided, however, that on any certificate issued to represent any partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.

        Except as provided in this Section, no new certificate for shares shall be issued in lieu of an old one unless the latter is surrendered and canceled at the same time. The Board may, however, in case any certificate for shares is alleged to have been lost, stolen, or destroyed, authorize the issuance of a new certificate in lieu thereof, and the corporation may require that the corporation be given a bond or other adequate security sufficient to indemnify it against any claim that may be made against it (including expense or liability) on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate.

        Section 5.    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.    The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

        Section 6.    STOCK PURCHASE PLANS.    The corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and sale for such consideration as may be fixed of its unissued shares, or of issued shares acquired or to be acquired, to one of more of the employees or directors of the corporation or of a subsidiary or to a trustee on their behalf and for the payment of such shares in installments or at one time, and may provide for aiding any such persons in paying for such shares by compensation for services rendered, promissory notes, or otherwise.

        Any such stock purchase plan or agreement or stock option plan or agreement may include, among other features, the fixing of eligibility for participation therein, the class and price of shares to be issued or sold under the plan or agreement, the number of shares which may be subscribed for, the method of payment therefor, the effect of the termination of employment and option or obligation on the part of the corporation to repurchase the shares upon termination of employment, restrictions upon transfer of the shares, the time limits of and termination of the plan, and any other matters, not in violation of applicable law, as may be included in the plan as approved or authorized by the Board or any committee of the Board.

        Section 7.    ANNUAL REPORT TO SHAREHOLDERS.    The annual report to shareholders referred to in the Indiana Business Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders.

        Section 8.    CONSTRUCTION AND DEFINITIONS.    Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the Indiana Business Corporation Law shall govern the construction of these Bylaws.

ARTICLE VI.    INDEMNIFICATION

        Section 1.    DEFINITIONS.    For the purposes of this Article, "agent" includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or

11

investigative; and "expenses" includes attorney's fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(c).

        Section 2.    INDEMNIFICATIONS IN ACTIONS BY THIRD PARTIES.    The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that person had reasonable cause to believe that the person's conduct was unlawful.

        Section 3.    INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.    The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3:

        (a)   In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

        (b)   Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

        (c)   Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

        Section 4.    INDEMNIFICATION AGAINST EXPENSES.    To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

        Section 5.    REQUIRED DETERMINATIONS.    Except as provided in Section 4, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 by:

        (a)   A majority vote of a quorum consisting of directors who are not parties to such proceeding;

        (b)   Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

        (c)   The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the

12

defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

        Section 6.    ADVANCE OF EXPENSES.    Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

        Section 7.    OTHER INDEMNIFICATION.    No provision made by the corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

        Section 8.    FORMS OF INDEMNIFICATION NOT PERMITTED.    No indemnification or advance shall be made under this Article, except as provided in Section 4 or Section 5(c) in any circumstance where it appears:

        (a)   That it would be inconsistent with a provision of the Articles, Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

        (b)   That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

        Section 9.    INSURANCE.    The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article.

        Section 10.    NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS.    This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be agent of the corporation as defined in Section 1. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than the Indiana Business Corporation Law.

ARTICLE VII.    EMERGENCY PROVISIONS

        Section 1.    GENERAL.    The provisions of this Article shall be operative only during a national emergency declared by the President of the United States or the person performing the President's functions, or in the event of a nuclear, atomic, or other attack on the United States or a disaster making it impossible or impracticable for the corporation to conduct its business without recourse to the provisions of this Article. Said provisions in such event shall override all other Bylaws of this corporation in conflict with any provisions of this Article, and shall remain operative so long as it remains impossible or impracticable to continue the business of the corporation otherwise, but thereafter shall be inoperative, provided that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article.

        Section 2.    UNAVAILABLE DIRECTORS.    All directors of the corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason

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or who are unwilling to perform their duties or whose whereabouts are unknown shall automatically cease to be directors, with like effect as if such persons had resigned as directors, so long as such unavailability continues.

        Section 3.    AUTHORIZED NUMBER OF DIRECTORS.    The authorized number of directors shall be the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2, or the minimum number required by law, whichever number is greater.

        Section 4.    QUORUM.    The number of directors necessary to constitute a quorum shall be one-third of the authorized number of directors as specified in the foregoing Section, or such other minimum number as, pursuant to the law or lawful decree then in force, it is possible for the Bylaws of a corporation to specify.

        Section 5.    CREATION OF EMERGENCY COMMITTEE.    In the event the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 is less than the minimum number of authorized directors required by law, then until the appointment of additional directors to make up such required minimum, all the powers and authorities which the Board could by law delegate, including all powers and authorities which the Board could delegate to a committee, shall be automatically vested in an emergency committee, and the emergency committee shall thereafter manage the affairs of the corporation pursuant to such powers and authorities and shall have all such other powers and authorities as may by law or lawful decree be conferred on any person or body of persons during a period of emergency.

        Section 6.    CONSTITUTION OF EMERGENCY COMMITTEE.    The emergency committee shall consist of all the directors remaining after eliminating those who have ceased to be directors pursuant to Section 2, provided that such remaining directors are not less than three in number. In the event such remaining directors are less than three in number, the emergency committee shall consist of three persons, who shall be the remaining director or directors and either one or two officers or employees of the corporation, as the remaining director or directors may in writing designate. If there is no remaining director, the emergency committee shall consist of the three most senior officers of the corporation who are available to serve, and if and to the extent that officers are not available, the most senior employees of the corporation. Seniority shall be determined in accordance with any designation of seniority in the minutes of the proceedings of the Board, and in the absence of such designation, shall be determined by rate of remuneration. In the event that there are no remaining directors and no officers or employees of the corporation available, the emergency committee shall consist of three persons designated in writing by the shareholder owning the largest number of shares of record as of the date of the last record date.

        Section 7.    POWERS OF EMERGENCY COMMITTEE.    The emergency committee, once appointed, shall govern its own procedures and shall have power to increase the number of members thereof beyond the original number, and in the event of a vacancy or vacancies therein, arising at any time, the remaining member or members of the emergency committee shall have the power to fill such vacancy or vacancies. In the event at any time after its appointment, all members of the emergency committee shall die or resign or become unavailable to act for any reason whatsoever, a new emergency committee shall be appointed in accordance with the foregoing provisions of this Article.

        Section 8.    DIRECTORS BECOMING AVAILABLE.    Any person who has ceased to be a director pursuant to the provisions of Section 2 and who thereafter becomes available to serve as a director shall automatically become a member of the emergency committee.

        Section 9.    ELECTION OF BOARD OF DIRECTORS.    The emergency committee shall, as soon after its appointment as is practicable, take all requisite action to secure the election of a board of directors, and upon such election all the powers and authorities of the emergency committee shall cease.

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        Section 10.    TERMINATION OF EMERGENCY COMMITTEE.    In the event, after the appointment of an emergency committee, a sufficient number of persons who ceased to be directors pursuant to Section 2 become available to serve as directors, so that if they had not ceased to be directors as aforesaid, there would be enough directors to constitute the minimum number of directors required by law, than all such persons shall automatically be deemed to be reappointed as directors and the powers and authorities of the emergency committee shall be at an end.

ARTICLE VIII.    AMENDMENTS

        These Bylaws may be amended or repealed either by approval of the outstanding shares or by the approval of the Board; provided, however, that after the issuance of shares, a Bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable Board or vice versa may only be adopted by approval of the outstanding shares.

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CERTIFICATE OF SECRETARY

        I, the undersigned, do hereby certify:

        That I am the duly elected, qualified and acting Secretary of CompuPharm-LTC, Inc. and that the above and foregoing Bylaws, comprising twenty two (22) pages, including this page, constitute the Bylaws of said corporation duly adopted and approved as such by the Action by Incorporator of said corporation and duly ratified and approved by unanimous written consent of the Board of Directors of said corporation.

        IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation on June 2, 1994.

(S E A L)
/s/  EVRETT W. BENTON EVRETT W. BENTON, Secretary

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Exhibit 3.52

EX-3.53

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Exhibit 3.53

ARTICLES OF INCORPORATION

OF

GranCare Diagnostics, Inc.

I.

        The name of the corporation is GranCare Diagnostics, Inc.

II.

        The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporate Code.

III.

        The name and address in the State of California of the corporation's initial agent for service of process is:

Evrett W. Benton
300 Corporate Pointe, Suite 400
Culver City, California 90230

IV.

        The corporation is authorized to issue only one class of shares of stock; and the total number of shares which the corporation is authorized to issue is Ten Thousand (10,000).

DATED: October 21, 1993

SUZANNE M. FORMAN Suzanne M. Forman, Incorporator

        I declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

SUZANNE M. FORMAN Suzanne M. Forman

CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION

OF

GRANCARE DIAGNOSTICS, INC.,
a California corporation

        M. Scott Athans and Evrett W. Benton certify that:

        1.     They are the duly elected President and Secretary, respectively, of GranCare Diagnostics, Inc., a California corporation.

        2.     Article I of the Articles of Incorporation is amended to read as follows:

ARTICLE I

        The name of this corporation is CompuPharm Diagnostics, Inc.

        3.     The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors pursuant to Section 902 of the Corporations Code.

        4.     The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders pursuant to Section 902 of the Corporations Code. The corporation has only one class of shares. The total number of outstanding shares entitled to vote with respect to the foregoing Amendment was One Hundred (100) shares. The number of shares voting in favor of the Amendment exceeded the vote required in that the affirmative vote of a majority of the outstanding shares was required for the approval of the Amendment and the Amendment was approved by the affirmative vote of 100% of the outstanding voting shares.

        We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: May 25, 1994	M. SCOTT ATHANS M. SCOTT ATHANS, President
	EVRETT W. BENTON EVRETT W. BENTON, Secretary

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

COMPUPHARM DIAGNOSTICS, INC.

******

        EVRETT W. BENTON and M. HENRY DAY, JR. hereby certify that:

        1.     That they are the Vice President and the Assistant Secretary, respectively, of COMPUPHARM DIAGNOSTICS, INC., a California corporation.

        2.     Article I of the Articles of Incorporation of this corporation is amended to read as follows:

"The name of this corporation is: CompuPharm of Northern California, Inc."

        3.     The foregoing Amendment of Articles of Incorporation has been duly approved by the Board of Directors.

        4.     The foregoing Amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 100. The number of shares voting in favor of the Amendment equaled or exceeded the vote required. The percentage vote was more than 50%.

        We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

        Dated: September 26, 1995

EVRETT W. BENTON Evrett W. Benton, Vice President

M. HENRY DAY, JR. M. Henry Day, Jr. Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

        The undersigned certify that:

        1.     They are the Vice President and the Corporate Secretary, respectively, of CompuPharm of Northern California, Inc., a California corporation.

        2.     Article One of the Articles of Incorporation of this corporation is amended as follows:

"The name of the Corporation is NeighborCare of Northern California, Inc."

        3.     The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.

        4.     The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the Corporation is 100. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage of vote required was more than 50%.

        We further declare under penalty of perjury under the laws of the State of California that the matter set forth in this certificate are true and correct to our own knowledge.

Date: November 24, 1998

/s/  JAMES V. MCKEON James V. McKeon,
Vice President, Corporate Controller and Assistant Corporate Secretary

/s/  IRA C. GUBERNICK Ira C. Gubernick,
Vice President, Office of the Chairman and Corporate Secretary

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Exhibit 3.53

ARTICLES OF INCORPORATION OF GranCare Diagnostics, Inc.
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF GRANCARE DIAGNOSTICS, INC., a California corporation
ARTICLE I
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF COMPUPHARM DIAGNOSTICS, INC.
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

EX-3.54

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Exhibit 3.54

AMENDED AND RESTATED BYLAWS
OF
COMPUPHARM OF NORTHERN CALIFORNIA, INC.,
a California corporation

ARTICLE I.    OFFICES

Section 1.    PRINCIPAL EXECUTIVE OFFICE.    The principal executive office of the corporation is hereby fixed and located at: One Ravinia Drive, Suite 1500, Atlanta, Georgia 30346. The Board of Directors (herein called the "Board") is hereby granted full power and authority to change said principal executive office from one location to another. Any such change shall be noted on the Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 2.    OTHER OFFICES.    Branch or subordinate offices may at any time be established by the Board at any place or places.

ARTICLE II.    SHAREHOLDERS

Section 1.    PLACE OF MEETINGS.    Meetings of shareholders shall be held either at the principal executive office of the corporation or at any other place within or without the State of California which may be designated either by the Board or by the written consent of all persons entitled to vote thereat, given either before or after the meeting and filed with the Secretary.

Section 2.    ANNUAL MEETINGS.    The annual meetings of shareholders shall be held on November 1 at 10:00 a.m., local time or such other date or such other time as may be fixed by the Board; provided however, that should said day fall upon a Saturday, Sunday, or legal holiday observed by the corporation at its principal executive office, then any such annual meeting of shareholders shall be held at the same time and place on the next full business day. At such meetings directors shall be elected and any other proper business may be transacted.

Section 3.    SPECIAL MEETINGS.    Special meetings of the shareholders may be called at any time by the Board, the Chairman of the Board, the President, or by the holders of shares entitled to cast not less than 10 percent of the votes at such meeting. Upon receipt of a request in writing addressed to the Chairman of the Board, the President, any Vice-President or the Secretary by any person (other than the Board) entitled to call a special meeting of shareholders, the such Officer shall forthwith cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 or more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice.

Section 4.    NOTICE OF ANNUAL OR SPECIAL MEETING.    Written notice of each annual or special meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting and (i) in the case of a special meeting the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election.

        Notice of a shareholders' meeting shall be given either personally or by mail or by other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice;

or, if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient.

Section 5.    QUORUM.    A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present, may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 6.    ADJOURNED MEETING AND NOTICE THEREOF.    Any shareholders' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by a proxy thereat, but in the absence of a quorum (except as provided in Section 5 of this Article) no other business may be transacted at such meeting.

        It shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken; provided, however, when any shareholders' meeting is adjourned for more than 45 days or, if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting.

Section 7.    VOTING.    The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of the corporation on the record date determined in accordance with Section 8 of this Article.

        Voting in all cases shall be subject to the provisions of Chapter 7 of the California General Corporation Law and to the following provisions:

        (a)   Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder's name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee's name.

        (b)   Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver's name if authority to do so is contained in the order of the court by which such receiver was appointed.

        (c)   Subject to the provisions of Section 705 of the California General Corporation Law, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

        (d)   Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor's property has been appointed and written notice of such appointment given to the corporation.

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        (e)   Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such other corporation may determine or, in the absence of such determination, by the chairman of the board, president or any vice-president of such other corporation, or by any other person authorized to do so by the board, president or any vice-president of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of a corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

        (f)    Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

        (g)   Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

        (h)   If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

        (i)    If only one votes, such act binds all;

        (ii)   If more than one vote, the act of the majority so voting binds all;

        (iii)  If more than one vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

        If the instrument so filed or the registration of the shares show that any such tenancy is held in unequal interests, a majority or even split for the purpose of this section shall be a majority or even split in interest.

        Subject to the following sentence and to the provisions of Section 708 of the California General Corporation Law, every shareholder entitled to vote at any election of directors may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are entitled, or distribute the shareholder's votes on the same principle among as many candidates as the shareholder thinks fits. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates' names have been placed in nomination prior to the voting and the shareholder has given notice, at the meeting prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

        Elections need not be by ballot, provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

        In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

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Section 8.    RECORD DATE.    The Board may fix, in advance, a record date for the determination of the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise rights in respect of any other lawful action. The record date so fixed shall be not more than 60 nor less than 10 days prior to the date of the meeting nor more than 60 days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise of the rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. The Board shall fix a new record date if the meeting is adjourned for more than 45 days.

        If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining shareholders for any purpose other than set forth in this Section 8 or Section 10 of this Article shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later.

Section 9.    CONSENT OF ABSENTEES.    The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need to be specified in any written waiver of notice, except as provided in Section 601(f) of the California General Corporation Law.

Section 10.    ACTION WITHOUT MEETING.    Subject to Section 603 of the California General Corporation Law, any action which, under any provision of the California General Corporation Law, may be taken at any annual or special meeting of shareholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting purposes be fixed as provided in Section 8 of this Article, the record date for determining shareholders entitled to give consent pursuant to this Section 10, when no prior action by the Board has been taken, shall be the day on which the first written consent is given.

Section 11.    PROXIES.    Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

Section 12.    INSPECTORS OF ELECTION.    In advance of any meeting of shareholders, the Board may appoint any persons other than nominees for office as inspectors of election to act at such

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meeting and any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any shareholder or shareholder's proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present shall determine whether one or three inspectors are to be appointed.

        The duties of such inspectors shall be as prescribed by Section 707(b) of the California General Corporation Law and shall include: determining the number of shares outstanding and the voting power of each; the shares represented at the meeting; the existence of a quorum; the authenticity, validity, and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents, determining when the polls shall close; determining the result; and doing such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all.

ARTICLE III.    DIRECTORS

Section 1.    POWERS.    Subject to limitations of the Articles, or these Bylaws, and of the California General Corporation Law relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

        (a)   To select and remove all the other officers, agents, and employees of the corporation, prescribe the powers and duties for them as may not be inconsistent with law, or with the Articles or these Bylaws, fix their compensation, and require from them security for faithful service.

        (b)   To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations therefor not inconsistent with law, or with the Articles or these Bylaws, as they may deem best.

        (c)   To adopt, make, and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time as in their judgment they may deem best.

        (d)   To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful.

        (e)   To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.

Section 2.    NUMBER AND QUALIFICATION OF DIRECTORS.    The authorized number of directors shall not be less than three (3) nor more than five (5) until changed by amendment of the Bylaws duly adopted by the shareholders amending this Section 2.

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Section 3.    ELECTION AND TERM OF OFFICE.    The directors shall be elected at each annual meeting of shareholders but if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. Each director shall hold office until the next annual meeting and until a successor has been elected and qualified.

Section 4.    VACANCIES.    Any director may resign effective upon giving written notice to the Chairman of the Board, the President, Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

        Vacancies in the Board, including those existing as a result of a removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the next annual meeting and until such director's successor has been elected and qualified.

        A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

        The Board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.

        The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.

        No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office.

Section 5.    PLACE OF MEETING.    Regular or special meetings of the Board shall be held at any place within or without the State of California which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation.

Section 6.    REGULAR MEETINGS.    Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.

Section 7.    SPECIAL MEETINGS.    Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the President, or any Vice-President or the Secretary or by any two directors.

        Special meetings of the Board shall be held upon four days' written notice or 48 hours' notice given personally or by telephone, telegraph, telex, or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the corporation or as may have been given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.

        Notice by mail shall have been deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common

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carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

Section 8.    QUORUM.    A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 9.    PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.    Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear by one another.

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Section 10.    WAIVER OF NOTICE.    The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11.    ADJOURNMENT.    A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 12.    FEES AND COMPENSATION.    Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

Section 13.    ACTION WITHOUT MEETING.    Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

Section 14.    RIGHTS OF INSPECTION.    Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and obtain extracts.

Section 15.    COMMITTEES.    The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

        (a)   The approval of any action for which the California General Corporation Law also requires shareholders' approval or approval of the outstanding shares;

        (b)   The filling of vacancies on the Board or on any committee;

        (c)   The fixing of compensation of the directors for serving on the Board or on any committee;

        (d)   The amendment or repeal of Bylaws or the adoption of new Bylaws;

        (e)   The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

        (f)    A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board;

        (g)   The appointment of other committees of the Board or the members thereof.

        Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any

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such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

ARTICLE IV.    OFFICERS

Section 1.    OFFICERS.    The officers of the corporation shall be a president, a secretary, and a treasurer. The corporation may also have, at the discretion of the Board, a chairman of the board, one or more vice-presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article.

Section 2.    ELECTION.    The officers of the corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

Section 3.    SUBORDINATE OFFICERS.    The Board may elect, and may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

Section 4.    REMOVAL AND RESIGNATION.    Any officer may be removed, either with or without cause, by the Board of Directors at any time, or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

        Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.    VACANCIES.    A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

Section 6.    CHAIRMAN OF THE BOARD.    The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned by the Board.

Section 7.    PRESIDENT.    Subject to such powers, if any, as may be given by the Board to the Chairman of the Board, if there be such an officer, the President is the general manager and chief executive officer of the corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and officers of the corporation. The President shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers as may be prescribed by the Board.

Section 8.    VICE-PRESIDENTS.    In the absence or disability of the President, the Vice-Presidents in order of their rank as fixed by the Board or, if not ranked, the Vice-President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-Presidents shall have

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such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.

Section 9.    SECRETARY.    The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board may order, a book of minutes of all meetings of shareholders, the Board, and its committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the corporation at the principal executive office or business office in accordance with Section 213 of the California General Corporation Law.

        The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation's transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

        The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board and of any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 10.    TREASURER.    The Treasurer is the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct amounts of the properties and business transactions of the corporation, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

        The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE V.    OTHER PROVISIONS

Section 1.    INSPECTION OF CORPORATE RECORDS.

        (a)   As shareholder or shareholders holding at least five percent in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following:

        (i)    Inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours upon five business days' prior written demand upon the corporation; or

        (ii)   Obtain from the transfer agent, if any, for the corporation, upon five business days' prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders' names and addresses who are entitled to vote for the election of directors

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and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

        (b)   The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder's interest as a shareholder or holder of a voting trust certificate.

        (c)   The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such shareholder's interests as a shareholder or as a holder of such voting trust certificate.

        (d)   Any inspection and copying under this Article may be made in person or by agent or attorney.

Section 2.    INSPECTION OF BYLAWS.    The corporation shall keep in its principal executive office the original or a copy of these Bylaws as amended to date which shall be open to inspection by shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in such state, it shall upon the written notice of any shareholder furnish to such shareholder a copy of these Bylaws as amended to date.

Section 3.    ENDORSEMENT OF DOCUMENTS; CONTRACTS.    Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance, or other instrument in writing and any assignment or endorsements thereof executed or entered into between this corporation and any other person, when signed by the Chairman of the Board, the President or any Vice-President, and the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of this corporation shall be valid and binding on this corporation in the absence of actual knowledge on the part of the other person that the signing officers had not authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board and, unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 4.    CERTIFICATES OF STOCK.    Every holder of shares of the corporation shall be entitled to have a certificate signed in the name of the corporation by the Chairman of the Board, the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such an officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

        Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the board may provide; provided, however, that on any certificate issued to represent any partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.

        Except as provided in this Section, no new certificate for shares shall be issued in lieu of an old one unless the latter is surrendered and canceled at the same time. The Board may, however, in case any certificate for shares is alleged to have been lost, stolen, or destroyed, authorize the issuance of a new certificate in lieu thereof, and the corporation may require that the corporation be given a bond or

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other adequate security sufficient to indemnify it against any claim that may be made against it (including expense or liability) on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate.

Section 5.    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.    The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

Section 6.    STOCK PURCHASE PLANS.    The corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and sale for such consideration as may be fixed of its unissued shares, or of issued shares acquired or to be acquired, to one or more of the employees or directors of the corporation or of a subsidiary or to a trustee on their behalf and for the payment of such shares in installments or at one time, and may provide for aiding any such persons in paying for such shares by compensation for services rendered, promissory notes, or otherwise.

        Any such stock purchase plan or agreement or stock option plan or agreement may include, among other features, the fixing of eligibility for participation therein, the class and price of shares to be issued or sold under the plan or agreement, the number of shares which may be subscribed for, the method of payment therefor, the effect of the termination of employment and option or obligation on the part of the corporation to repurchase the shares upon termination of employment, restrictions upon transfer of the shares, the time limits of and termination of the plan, and any other matters, not in violation of applicable law, as may be included in the plan as approved or authorized by the Board or any committee of the Board.

Section 7.    ANNUAL REPORT TO SHAREHOLDERS.    The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders.

Section 8.    CONSTRUCTION AND DEFINITIONS.    Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Corporations Code and in the California General Corporation Law shall govern the construction of these Bylaws.

ARTICLE VI.    INDEMNIFICATION

Section 1.    DEFINITIONS.    For the purposes of this Article, "agent" includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes attorney's fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(c).

Section 2.    INDEMNIFICATIONS IN ACTIONS BY THIRD PARTIES.    The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation against expenses, judgments, fines, settlements, and other

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amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that person had reasonable cause to believe that the person's conduct was unlawful.

Section 3.    INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.    The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3:

        (a)   In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

        (b)   Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

        (c)   Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4.    INDEMNIFICATION AGAINST EXPENSES.    To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5.    REQUIRED DETERMINATIONS.    Except as provided in Section 4, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 by:

        (a)   A majority vote of a quorum consisting of directors who are not parties to such proceeding;

        (b)   Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

        (c)   The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

Section 6.    ADVANCE OF EXPENSES.    Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

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Section 7.    OTHER INDEMNIFICATION.    No provision made by the corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 8.    FORMS OF INDEMNIFICATION NOT PERMITTED.    No indemnification or advance shall be made under this Article, except as provided in Section 4 or Section 5(c) in any circumstance where it appears:

        (a)   That it would be inconsistent with a provision of the Articles, Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

        (b)   That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 9.    INSURANCE.    The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article.

Section 10.    NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS.    This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be agent of the corporation as defined in Section 1. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than Section 317 of the California General Corporation Law.

ARTICLE VII.    EMERGENCY PROVISIONS

Section 1.    GENERAL.    The provisions of this Article shall be operative only during a national emergency declared by the President of the United States or the person performing the President's functions, or in the event of a nuclear, atomic, or other attack on the United States or a disaster making it impossible or impracticable for the corporation to conduct its business without recourse to the provisions of this Article. Said provisions in such event shall override all other Bylaws of this corporation in conflict with any provisions of this Article, and shall remain operative so long as it remains impossible or impracticable to continue the business of the corporation otherwise, but thereafter shall be inoperative, provided that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article.

Section 2.    UNAVAILABLE DIRECTORS.    All directors of the corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason or who are unwilling to perform their duties or whose whereabouts are unknown shall automatically cease to be directors, with like effect as if such persons had resigned as directors, so long as such unavailability continues.

Section 3.    AUTHORIZED NUMBER OF DIRECTORS.    The authorized number of directors shall be the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2, or the minimum number required by law, whichever number is greater.

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Section 4.    QUORUM.    The number of directors necessary to constitute a quorum shall be one-third of the authorized number of directors as specified in the foregoing Section, or such other minimum number as, pursuant to the law or lawful decree then in force, it is possible for the Bylaws of a corporation to specify.

Section 5.    CREATION OF EMERGENCY COMMITTEE.    In the event the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 is less than the minimum number of authorized directors required by law, then until the appointment of additional directors to make up such required minimum, all the powers and authorities which the Board could by law delegate, including all powers and authorities which the Board could delegate to a committee, shall be automatically vested in an emergency committee, and the emergency committee shall thereafter manage the affairs of the corporation pursuant to such powers and authorities and shall have all such other powers and authorities as may by law or lawful decree be conferred on any person or body of persons during a period of emergency.

Section 6.    CONSTITUTION OF EMERGENCY COMMITTEE.    The emergency committee shall consist of all the directors remaining after eliminating those who have ceased to be directors pursuant to Section 2, provided that such remaining directors are not less than three in number. In the event such remaining directors are less than three in number, the emergency committee shall consist of three persons, who shall be the remaining director or directors and either one or two officers or employees of the corporation, as the remaining director or directors may in writing designate. If there is no remaining director, the emergency committee shall consist of the three most senior officers of the corporation who are available to serve, and if and to the extent that officers are not available, the most senior employees of the corporation. Seniority shall be determined in accordance with any designation of seniority in the minutes of the proceedings of the Board, and in the absence of such designation, shall be determined by rate of remuneration. In the event that there are no remaining directors and no officers or employees of the corporation available, the emergency committee shall consist of three persons designated in writing by the shareholder owning the largest number of shares of record as of the date of the last record date.

Section 7.    POWERS OF EMERGENCY COMMITTEE.    The emergency committee, once appointed, shall govern its own procedures and shall have power to increase the number of members thereof beyond the original number, and in the event of a vacancy or vacancies therein, arising at any time, the remaining member or members of the emergency committee shall have the power to fill such vacancy or vacancies. In the event at any time after its appointment, all members of the emergency committee shall die or resign or become unavailable to act for any reason whatsoever, a new emergency committee shall be appointed in accordance with the foregoing provisions of this Article.

Section 8.    DIRECTORS BECOMING AVAILABLE.    Any person who has ceased to be a director pursuant to the provisions of Section 2 and who thereafter becomes available to serve as a director shall automatically become a member of the emergency committee.

Section 9.    ELECTION OF BOARD OF DIRECTORS.    The emergency committee shall, as soon after its appointment as is practicable, take all requisite action to secure the election of a board of directors, and upon such election all the powers and authorities of the emergency committee shall cease.

Section 10.    TERMINATION OF EMERGENCY COMMITTEE.    In the event, after the appointment of an emergency committee, a sufficient number of persons who ceased to be directors pursuant to Section 2 become available to serve as directors, so that if they had not ceased to be directors as aforesaid, there would be enough directors to constitute the minimum number of directors required by law, than all such persons shall automatically be deemed to be reappointed as directors and the powers and authorities of the emergency committee shall be at an end.

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ARTICLE VIII.    AMENDMENTS

        These Bylaws may be amended or repealed either by approval of the outstanding shares or by the approval of the Board; provided, however, that after the issuance of shares, a Bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable Board or vice versa may only be adopted by approval of the outstanding shares.

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CERTIFICATE OF ASSISTANT SECRETARY

        I, the undersigned, do hereby certify:

        That I am the duly elected, qualified and acting Assistant Secretary of CompuPharm of Northern California, Inc., and that the above and foregoing Bylaws, comprising 22 pages, including this page, constitute the Bylaws of said corporation duly adopted and approved as such by the sole shareholder of said corporation.

        IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation on December 1, 1995.

/s/  M. HENRY DAY, JR. M. Henry Day, Jr., Assistant Secretary

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Exhibit 3.54

AMENDED AND RESTATED BYLAWS OF COMPUPHARM OF NORTHERN CALIFORNIA, INC., a California corporation
ARTICLE I. OFFICES
ARTICLE II. SHAREHOLDERS
ARTICLE III. DIRECTORS
ARTICLE IV. OFFICERS
ARTICLE V. OTHER PROVISIONS
ARTICLE VI. INDEMNIFICATION
ARTICLE VII. EMERGENCY PROVISIONS
ARTICLE VIII. AMENDMENTS
CERTIFICATE OF ASSISTANT SECRETARY

EX-3.55

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Exhibit 3.55

SECRETARY OF STATE OF OHIO
[SEAL]
www.state.oh.us/sos
e-mail: busserv@sos.state.oh.us Prescribed by
J. Kenneth Blackwell
Ohio Secretary of State
Central Ohio: (614) 466-3910
Toll Free: 1-877-SOS-FILE (1-877-767-3453)

Expedite this Form: (Select One)
Mail Form to one of the Following:
[X] Yes	PO Box 1390 Columbus, OH 43216
*** Requires an additional fee of $100***
[   ] No	PO Box 670 Columbus, OH 43216

INITIAL ARTICLES OF INCORPORATION
(For Domestic Profit or Non-Profit)
Filing Fee $125.00

THE UNDERSIGNED HEREBY STATES THE FOLLOWING:

(CHECK ONLY ONE (1) BOX)

(1) [X] Articles of Incorporation Profit	(2) [   ] Articles of Incorporation Non-Profit	(3) [   ] Articles of Incorporation Professional (170-ARP)
(113-ARF) ORC 1701	(114-ARN) ORC 1702	Profession ORC 1785
Complete the general information in this section for the box checked above.
FIRST:	Name of Corporation	NeighborCare of Ohio, Inc.
SECOND:	Location	Kennett Square (City)	Chester County, PA (County)
Effective Date (Optional)	(mm/dd/yyyy)	Date specified can be no more than 90 days after date of filing. If a date is specified, the date must be a date on or after the date of filing.
[  ] Check here if additional provisions are attached
Complete the information in this section if box (2) or (3) is checked. Completing this section is optional if box (1) is checked.
THIRD:	Purpose for which corporation is formed
	This entity will own pharmacies.
Complete the information in this section if box (1) or (3) is checked.
FOURTH: The number of shares which the corporation is authorized to have outstanding (Please state if shares are common or preferred and their par value if any)
	100	common	0.01
	(No. of Shares)	(Type)	(Par Value)
(Refer to instructions if needed)

Completing the information in this section is optional
FIFTH:	The following are the names and addresses of the individuals who are to serve as initial Directors.
	Robert H. Fish
	(Name)
	101 East State Street
	(Street)	NOTE: P.O. Box Addresses are NOT acceptable.
	Kennett Square	PA	19348
	(City)	(State)	(Zip Code)
	George V. Hager, Jr.
	(Name)
	101 East State Street
	(Street)	NOTE: P.O. Box Addresses are NOT acceptable.
	Kennett Square	PA	19348
	(City)	(State)	(Zip Code)
	(Name)
	(Street)	NOTE: P.O. Box Addresses are NOT acceptable.
	(City)	(State)	(Zip Code)
REQUIRED Must be authenticated (signed) by an authorized representative (See Instructions)	/s/ James J. Wankmiller Authorized Representative		6/27/03 Date
	James J. Wankmiller Print Name
	Authorized Representative		Date
	Print Name
	Authorized Representative		Date
	Print Name

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Exhibit 3.55

EX-3.56

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Exhibit 3.56

CORPORATE RECORDS

OF

*****

INCORPORATED UNDER THE LAWS

OF THE

STATE OF OHIO

*****

LAW OFFICES

OF

REGULATIONS

ARTICLE I—OFFICES

        1.     The registered office of the corporation shall be at

        2.     The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II—SEAL

        1.     The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Ohio."

ARTICLE III—SHAREHOLDERS' MEETING

        1.     Meetings of the shareholders shall be held at the office of the corporation or at such other place or places, either within or without the State of Ohio, as may from time to time be selected.

        2.     The annual meeting of the shareholders, shall be held on the                        of            in each year if not a legal holiday, and if a legal holiday, then on the next secular day following at            o'clock    .M., when they shall elect a Board of Directors, and transact such other business as may properly be brought before the meeting. If the annual meeting shall not be called and held during any calendar year, any shareholder may call such meeting at any time thereafter.

        3.     The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matter, and, unless otherwise provided by statute the acts, at a duly organized meeting, of the shareholders present, in person or by proxy, entitled to cast at least a majority of the votes which all shareholders present are entitled to cast shall be the acts of the shareholders. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Adjournment or adjournments of any annual or special meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen days each, as may be directed by shareholders who are present in person or by proxy and who are entitled to cast at least a majority of the votes which all such shareholders would be entitled to cast at an election of directors until such directors have been elected. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors.

        4.     A person who is entitled to attend a shareholders' meeting, to vote thereat, or to execute consents, waivers, or releases, may be represented at such meeting or vote thereat, and execute consents, waivers, and releases, and exercise any of his other rights, by proxy or proxies appointed by a writing signed by such person. A telegram or cablegram appearing to have been transmitted by such person or a photographic, photostatic, or equivalent reproduction of a writing, appointing a proxy is a sufficient writing. No appointment of a proxy shall be valid after the expiration of eleven months after it is made unless the writing specifies the date on which it is to expire or the length of time it is to continue in force. Every appointment of a proxy shall be revocable unless such appointment is coupled with an interest. A revocation of a revocable appointment may be made only as provided in this section. Without affecting any vote previously taken, the person appointing a proxy may revoke a revocable appointment by a later appointment received by the corporation or by giving notice of revocation to the corporation in writing or in open meeting. The presence at a meeting of the person appointing a proxy does not revoke the appointment. A revocable appointment of a proxy is not revoked by the death or incompetency of the maker unless, before the vote is taken or the authority granted is otherwise exercised, written notice of such death or incompetency is received by the

corporation from the executor or administrator of the estate of such maker or from the fiduciary having control of the shares in respect of which the proxy was appointed.

        5.     Written notice of the annual meeting shall be given to each shareholder entitled to vote thereat, at least ten days prior to the meeting.

        6.     The directors, in advance of any meeting of shareholders, may appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors are not so appointed, the officer or person acting as chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment. If there are three or more inspectors, the decision, act, or certificate of a majority of them shall be effective in all respects as the decision, act or certificate of all. The inspectors shall do all such acts as are proper to conduct the election or vote with fairness to all shareholders. On request, the inspectors shall make a report in writing of any challenge, question, or matter determined by them and execute a certificate of any fact found by them. The certificate of the inspectors shall be prima facie evidence of the facts stated therein and of the vote as certified by them.

        7.     Special meetings of the shareholders may be called at any time by the President, or the Board of Directors, or shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at the particular meeting. At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than sixty days after the receipt of the request, and to give due notice thereof. If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.

        8.     Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all shareholders entitled to vote are present and consent.

        9.     Written notice of a special meeting of shareholders stating the time and place and object thereof, shall be given to each shareholder entitled to vote thereat at least ten days before such meeting, unless a greater period of notice is required by a statute in a particular case.

        10.   The officer or agent having charge of the transfer books shall make at least five days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and number of shares held by each, which list shall be produced at any meeting of shareholders upon the request of any shareholder. Such list shall be kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book, or to vote in person or by proxy, at any meeting of shareholders.

ARTICLE IV—DIRECTORS

        1.     The business of this corporation shall be managed by its Board of Directors,                        in number. The directors need not be residents of this State or shareholders in the corporation. They shall be elected by the shareholders, at the annual meeting of shareholders of the corporation, and each director shall be elected for the term of one year, and until his successor shall be elected and shall qualify. Whenever all the shares of the corporation are owned beneficially and of record by either one or two shareholders, the number of directors may be less than three but not less than the number of shareholders. Whenever there are three or more shareholders, there must be at least three directors.

        2.     In addition to the powers and authorities by these Regulations expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these Regulations directed or required to be exercised or done by the shareholders.

        3.     The meetings of the Board of Directors may be held at such place within this State, or elsewhere, as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting.

        4.     Each newly elected Board may meet at such place and time as shall be fixed by the shareholders at the meeting at which such directors are elected and no notice shall be necessary to the newly elected directors in order legally to constitute the meeting, or they may meet at such place and time as may be fixed by the consent in writing of all the directors.

        5.     Regular meetings of the Board shall be held without notice on the                        at the registered office of the corporation, or at such other time and place as shall be determined by the Board.

        6.     Special meetings of the Board may be called by the President on two days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors in office.

        7.     A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the directors may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the directors and shall be filed with the Secretary of the corporation.

        8.     Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board PROVIDED, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE V—OFFICERS

        1.     The executive officers of the corporation shall be chosen by the directors and shall be a President, Secretary and Treasurer, who need not be directors. The Board of Directors may also choose a Vice President and such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity.

        2.     The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

        3.     The officers of the corporation shall hold office for one year and until their successors are chosen and have qualified. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.

        4.     The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors; he shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation. He shall be EX-OFFICIO a member of all committees, and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.

        5.     The Secretary shall attend all sessions of the Board and all meetings of the shareholders and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, and under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.

        6.     The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

ARTICLE VI—VACANCIES

        1.     If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.

        2.     Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the Board though less than a quorum, and each person so elected shall be a director until his successor is elected by the shareholders, who may make such election at the next annual meeting of the shareholders or at any special meeting duly called for that purpose and held prior thereto.

ARTICLE VII—CORPORATE RECORDS

        1.     The corporation shall keep at the registered office or principal place of business, correct and complete books and records of account, together with minutes of the proceedings of its incorporators, shareholders, directors, and committees of the directors, and records of its shareholders showing their names and addresses and the number and class of shares issued or transferred of record to or by them from time to time. Such list or lists when certified by the officer or agent in charge of the transfers of shares shall be prima facie evidence of the facts shown therein.

        2.     Any shareholder of the corporation, upon written demand stating the specific purpose thereof, shall have the right to examine in person or by agent or attorney at any reasonable time and for any reasonable and proper purpose, the articles of the corporation, its regulations, its books and records of account, minutes, and records of shareholders aforesaid, and voting trust agreements, if any, on file with the corporation, and to make copies or extracts thereof. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the shareholder. The demand shall be directed to the corporation at its registered office in this State or at its principal place of business.

ARTICLE VIII—SHARE CERTIFICATES, DIVIDENDS, ETC.

        1.     The share certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation as they are issued. They shall bear the corporate seal and shall be signed by the

        2.     Transfers of shares shall be made on the books of the corporation upon surrender of the certificates therefor, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.

        3.     For any lawful purposes, including, without limitation, the determination of the shareholders who are entitled to: (1) receive notice of or to vote at a meeting of shareholders; (2) receive payment of any dividend or distribution; (3) receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to contract rights with respect thereto; or (4) participate in the execution of written consents, waivers, or releases; the directors may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in clauses (1), (2) and (3) above, shall not be more than sixty days, preceding the date of the meeting of the shareholders, or the date fixed for the payment of any dividend or distribution, or the date fixed for the receipt or the exercise of rights, as the case may be. The directors may close the share transfer books against transfers of shares during the whole or any part of the period provided for including the date of the meeting of the shareholders. If no record date is fixed therefor, the record date for determining the shareholders who are entitled to receive notice of, or who are entitled to vote, at a meeting of shareholders, shall be the date next preceding the day on which notice is given, or the date next preceding the day on which the meeting is held, as the case may be.

        4.     In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe in accordance with law.

        5.     The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation, from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Articles of Incorporation.

        6.     Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

ARTICLE IX—MISCELLANEOUS PROVISIONS

        1.     All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

        2.     The fiscal year shall begin on the first day of

        3.     Written notice stating the time, place and purposes of a meeting of the shareholders shall be given either by personal delivery or by mail; (1) to each shareholder of record entitled to notice of the meeting; (2) by or at the direction of the President or the Secretary or any other person required or permitted by the regulations to give such notice. If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the corporation. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

        4.     Notice of the time, place, and purposes of any meeting of shareholders or directors, as the case may be, whether required by law, the articles, or the regulations, may be waived in writing, either before or after the holding of such meeting, by any shareholder, or by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any shareholder or any director at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by him of notice of such meeting.

        5.     One or more directors or shareholders may participate in a meeting of the Board, of a committee of the Board or of the shareholders, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

        6.     Except as otherwise provided in the articles or regulations of this corporation, any action which may be taken at a meeting of the shareholders or a class of shareholders may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation.

        7.     Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

ARTICLE X—ANNUAL STATEMENT

        1.     At the annual meeting of shareholders, or the meeting held in lieu thereof, every corporation shall lay before the shareholders a financial statement which may be consolidated, consisting of:

        (A)  A balance sheet containing a summary of the assets, liabilities, stated capital, and surplus (showing separately any capital surplus arising from unrealized appreciation of assets, other capital surplus, and earned surplus) as of a date not more than four months before such meeting; if such meeting is an adjourned meeting, said balance sheet may be as of a date not more than four months before the date of the meeting as originally convened; provided, if a consolidated financial statement is laid before the shareholders the consolidated balance sheet shall show separately or disclose by a note the amount of consolidated surplus which does not constitute under the Revised Code earned surplus of the corporation or any of its subsidiaries and which is not classified as stated capital or capital surplus on such consolidated balance sheet.

        (B)  A statement of profit and loss and surplus, including a summary of profits, dividends paid, and other changes in the surplus accounts for the period commencing with the date marking the end of the period for which the last preceding statement of profit and loss required under this section was made and ending with the date of said balance sheet. The financial statement shall have appended thereto an opinion signed by the President or a Vice President or the Treasurer or an Assistant Treasurer of the corporation or by a public accountant or firm of public accountants to the effect that the financial statement presents fairly the financial position of the corporation

and the results of its operations in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding period, or such other opinion as is in accordance with sound accounting practice. Upon the written request of any shareholder made within sixty days after notice of any such meeting has been given, the corporation, not later than the fifth day after receiving such request or the fifth day before such meeting, whichever is the later date, shall mail to such shareholder a copy of the financial statement laid or to be laid before the shareholders at such meeting.

ARTICLE XI—AMENDMENTS

        1.     These Regulations may be amended or repealed by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon, at any regular or special meeting of the shareholders, duly convened after notice to the shareholders of that purpose.

UNANIMOUS CONSENT IN LIEU OF
FIRST MEETING OF INCORPORATOR

        THE UNDERSIGNED, being all of the incorporators of the above named corporation, a corporation organized under the laws of the State of Ohio, hereby adopt the following preambles and resolutions:

        RESOLVED, That subscriptions to shares of the corporation in an amount at least equal to the stated capital set forth in the Articles as that with which the corporation will begin business be accepted, and that a plan be adopted in accordance with which the shares will be issued.

        WHEREAS any individual or partnership holding original issue common shares in a domestic small business corporation will benefit under the provisions of Section 1244 of the Internal Revenue Code in the event that their shares are disposed of at a loss or become worthless, by having the loss considered an ordinary loss up to $50,000.00 per taxable year ($100,000.00 on a joint return), and

        WHEREAS a small business corporation is defined as one in which the aggregate amount of money and other property received by the corporation for stock, as a contribution to capital and as paid in surplus, does not exceed $1,000,000.00; and the corporation has derived more than 50% of its gross income for the five most recent taxable years from sources other than royalties, rents, dividends, interest, annuities or gains from the sale of securities;

        RESOLVED, That in order for the shareholders of the corporation to enjoy the benefits of Section 1244 of the Internal Revenue Code of 1986, the proper officers of the corporation are hereby directed to issue the shares of the corporation in such manner as to comply with the conditions of Section 1244 and to see that all the required records are maintained and the share certificates are marked "Section 1244 Shares."

        WHEREAS, the following offer(s) has/have been made to the corporation in consideration of the issuance of full paid and non-assessable shares of the corporation:

        WHEREAS, In the judgement of the incorporators of this corporation, said offer(s) is/are good and sufficient consideration for the shares demanded therefor and necessary for the business of this corporation.

        Now, therefore, be it

        RESOLVED, That the aforesaid offer(s) be and is/are hereby accepted and that the President and Secretary of this corporation be and they hereby are authorized and directed to issue and deliver in accordance with said offer(s) certificate(s) representing full paid and non-assessable shares of this corporation to the said

        RESOLVED, That the shareholders of this corporation immediately proceed to adopt regulations, elect directors and transact any other necessary business.

Dated:

UNANIMOUS CONSENT IN LIEU OF
FIRST MEETING OF BOARD OF DIRECTORS

        THE UNDERSIGNED, being all of the directors of the above named corporation, a corporation organized under the laws of the State of Ohio, hereby adopt the following resolutions:

        RESOLVED, That the following persons be appointed to the offices set opposite their respective names, to serve for one year and until their successors are chosen and qualify:

        RESOLVED, That the share certificates of this corporation shall be in the form submitted.

        RESOLVED, That the seal, an impression of which is herewith affixed, be adopted as the corporate seal of this corporation.

        RESOLVED, That the Secretary is hereby authorized and directed to procure the proper corporate books, and the Treasurer be and is hereby authorized to pay all fees and expenses incident to and necessary for the organization of the corporation.

        RESOLVED, That the Board of Directors be and they hereby are authorized to issue the remaining capital stock of this corporation to the full amount or number of shares authorized by the Articles of Incorporation, in such amounts and proportions as from time to time shall be determined by the Board, and to accept in full or in part payment thereof such property as the Board may determine shall be good and sufficient consideration and necessary for the business of the corporation.

        RESOLVED, That the officers of the corporation are authorized and directed to investigate the advantages of the corporation being taxed under Subchapter "S" of the Internal Revenue Code and if found to be advisable, recommend to the shareholders that they execute the required forms and have them timely filed with the District Director of Internal Revenue and the Pennsylvania Department of Revenue.

Dated:

UNANIMOUS CONSENT IN LIEU OF
FIRST MEETING OF SHAREHOLDERS

        THE UNDERSIGNED, being all of the shareholders of the above named corporation, a corporation organized under the laws State of Ohio, hereby adopt the following resolutions:

        RESOLVED, That the Secretary be instructed to cause a copy of the Articles of Incorporation which were filed with the Department of State to be prefixed to the minutes, and

        FURTHER RESOLVED, That the minutes of the meeting of incorporators be approved.

        RESOLVED, That the Articles of Incorporation be and they are hereby accepted and that this corporation proceed to do business thereunder.

        RESOLVED, That the form of Regulations submitted for the regulation of the affairs of the corporation be adopted and the Secretary be instructed to cause the same to be inserted in the minute book immediately following the copy of the Articles of Incorporation.

        RESOLVED, That

is/are designated to constitute the Board of Directors of this corporation, to hold office for the ensuing year and until (a) successor(s) is/are chosen and qualified.

        RESOLVED, That in compliance with the laws of the State of Ohio, this corporation have and continuously maintain a registered office within the State of Ohio and have an agent at all times in charge thereof, upon which agent process against this corporation may be served, and that the books and records of the corporation shall be available for examination by any shareholder for any proper purpose as provided by law.

        RESOLVED, That the proper officers of the corporation be and they are hereby authorized and directed on behalf of the corporation, and under its corporate seal, to make and file such certificate, report or other instrument as may be required by law to be filed in any state, territory, or dependency of the United States, or in any foreign country, in which said officers shall find it necessary or expedient to file the same to authorize the corporation to transact business in such state, territory, dependency or foreign country.

Dated:

WAIVER OF NOTICE
SPECIAL MEETING OF THE BOARD OF DIRECTORS

        WE, THE UNDERSIGNED, being the directors elected by the shareholders of the above named corporation, DO HEREBY WAIVE NOTICE of the time, place and purpose of a special meeting of the Board of Directors of said corporation.

        We designate the                        day of                        at                         o'clock    M. as the time, and                        as the place of said meeting; the purpose of said meeting is to consider the adoption of a medical expense reimbursement plan.

Dated:

MINUTES OF A SPECIAL MEETING OF
THE BOARD OF DIRECTORS

        A special meeting of the Board of Directors was held on the                        day of                        , at                        o' clock    .M., at                         pursuant to written waiver of notice thereof signed by all the directors, fixing said time and place.

                                acted as Chairman and                        served as Secretary of the meeting.

        The Chairman announced that the following Directors, constituting the full Board of Directors of this corporation were present:

        The Chairman stated that the purpose of the meeting was to approve and adopt a medical expense reimbursement plan, a copy of which was presented to those present.

        Upon motion duly made, seconded and carried, it was

        RESOLVED, That the medical expense reimbursement plan, a copy of which is attached to and made a part of these minutes, be adopted and that the proper officers are hereby authorized to take the necessary steps to implement said plan.

        There being no further business, the meeting upon motion adjourned.

Secretary

MEDICAL EXPENSE REIMBURSEMENT PLAN

        Under Internal Revenue Code Section 105 an employee of a small corporation may receive reimbursements for medical expenses incurred by him for himself, his spouse and dependents. The payments received are not taxable as income to the recipient and at the same time qualify as deductible business expenses of the corporation.

        In order to qualify as a noninsured Medical Expense Reimbursement Plan with tax-exempt benefits, the plan must meet two requirements:

        1.     It must not discriminate in favor of someone who is highly compensated by being among the employer's five highest paid officers, a shareholder owning more than 10% in value of the employer's stock, or among the highest paid 25% of all employees who are not officers of shareholders.

        2.     It must benefit 70% or more of all employees, or 80% or more of all those eligible to participate in the plan. Employees who have not completed three years of service, are under age 25, are part-time seasonal or nonresident alien employees, or those covered by an agreement between representatives and the employer (as in the case of a labor union contract with a medical plan) need not be included.

        3.     The plan should be adopted by resolution of the board of directors and followed in practice.

        (The above rules, in effect prior to the enactment of Code Section 89 nondiscrimination rules, have been reinstated with the retroactive repeal of Code Section 89.

        Code Section 89 proved to be an administrative nightmare requiring tremendous compliance efforts on the part of employers. After intensive lobbying by the business community, Congress realized that these rules could prove to have a negative effect on employer decisions as to whether or not to provide, or continue to provide, benefits to employees.)

November, 1989

MEDICAL EXPENSE REIMBURSEMENT
PLAN OF

        This corporation does hereby establish a Medical Expense Reimbursement Plan, hereinafter referred to as the "Plan", for the benefit of those of its employees who now, or who will subsequently, meet the following requirements and hereinafter be referred to as a "participant":

        1.     REIMBURSEMENT FOR MEDICAL CARE EXPENSE:

        (a)   The corporation shall from time to time reimburse any participant of the Plan, who is employed by the corporation on a full-time basis, for all expenses incurred by such participant for the medical care as defined in Section 213 of the Internal Revenue Code of such participant, his spouse, and his qualified dependents under Section 152 of the Internal Revenue Code.

        (b)   The Company may pay any or all of the qualified medical expenses directly or reimburse the participant for such expenses.

        (c)   The reimbursement to, or the payment on behalf of, any one participant including his spouse and his dependents, shall be limited to            in any one fiscal year of the company.

        (d)   The participant shall present the bill or bills for medical expenses to the corporation before the corporation shall be obligated to pay or reimburse the participant. A failure to submit a bill or proof of payment may at the discretion of the Company, terminate such individual's right to reimbursement.

        2.     Reimbursement under this Plan shall be excess coverage only over any insurance plan or payment received from any other source.

        3.     This plan may be terminated or amended at any time by majority vote of the Board of Directors of the corporation; however such termination or amendment shall not affect any right to claim reimbursement for medical expenses incurred prior to such termination or amendment.

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Exhibit 3.56

ARTICLE X—ANNUAL STATEMENT
ARTICLE XI—AMENDMENTS
UNANIMOUS CONSENT IN LIEU OF FIRST MEETING OF INCORPORATOR
UNANIMOUS CONSENT IN LIEU OF FIRST MEETING OF BOARD OF DIRECTORS
UNANIMOUS CONSENT IN LIEU OF FIRST MEETING OF SHAREHOLDERS
WAIVER OF NOTICE SPECIAL MEETING OF THE BOARD OF DIRECTORS
MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS
MEDICAL EXPENSE REIMBURSEMENT PLAN
MEDICAL EXPENSE REIMBURSEMENT PLAN OF

EX-3.57

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Exhibit 3.57

[STAMP]

CERTIFICATE OF INCORPORATION
OF
VITALINK SUBSIDIARY, INC.

        FIRST.    The name of the Corporation is Vitalink Subsidiary, Inc.

        SECOND.    The address of its registered office in the State of Oklahoma is 735 First National Building, in the City of Oklahoma City, Oklahoma County, Oklahoma 73102. The name of its registered agent at such address is The Corporation Company.

        THIRD.    The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Oklahoma General Corporation Act.

        FOURTH.    The total number of shares of capital stock which the Corporation shall have authority to issue is One Hundred (100) shares of Common Stock of the par value of One and no/100 Dollars ($1.00) per share.

        FIFTH.    The bylaws may be adopted, altered, amended or repealed by the Board of Directors. Election of directors need not be by written ballot unless the bylaws so provide.

        SIXTH.    (1) To the fullest extent that the Oklahoma General Corporation Act as it exists on the original date of filing of this Certificate of Incorporation with the Oklahoma Secretary of State ("Effective Date"), permits the limitation or elimination of the liability of directors, no director of this Corporation shall be liable to this Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. No amendment to or repeal of this Article SIXTH shall apply to or have any effect on the liability or alleged liability of any director of this Corporation for or with respect to any acts or omissions of such director occurring prior to the time of such amendment or repeal.

        (2)   If the Oklahoma General Corporation Act is amended after the Effective Date to further limit or eliminate liability of this Corporation's directors for breach of fiduciary duty, then a director of this Corporation shall not be liable for any such breach to the fullest extent permitted by the Oklahoma General Corporation Act as so amended. If the Oklahoma General Corporation Act is amended after the Effective Date to increase or expand liability of directors of this Corporation for breach of fiduciary duty, no such amendment shall apply to or have any effect on the liability or alleged liability of any director of this Corporation for or with respect to any acts or omissions of such director occurring prior to the time of such amendment or otherwise adversely affect any right or protection of a director of this Corporation existing at the time of such amendment.

        SEVENTH.    (1) The Corporation shall indemnify, and may advance litigation expenses to, its officers and directors to the fullest extent permitted by the Oklahoma General Corporation Act, as the same exists or may hereafter be amended, and all other laws of the State of Oklahoma.

        (2)   The Corporation may indemnify, and may advance litigation expenses to, employees and agents of the Corporation, and persons serving at the request of the Corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or enterprise, to the fullest extent permitted by the Oklahoma General Corporation Act, as the same exists or may hereafter be amended, and all other laws of the State of Oklahoma.

        (3)   No amendment to or repeal of this Article SEVENTH shall apply to or have any effect on the right of a person entitled to indemnification hereunder to receive such indemnification or on the ability of the Corporation to provide indemnification to any person to which indemnification is permitted hereunder for or with respect to any acts or omissions of any such person occurring prior to the time of such amendment or repeal.

        (4)   By action of the Board of Directors, notwithstanding any interest of the directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or would be required to indemnify him against such liability under the provisions of this Article SEVENTH or of the Oklahoma General Corporation Act.

        (5)   Any right to indemnification conferred in this Article SEVENTH shall be a contract right and shall not be exclusive of any other right which any person may have or hereafter acquire under the Corporation's Certificate of Incorporation, bylaws, or any statute, bylaw, agreement, resolution of shareholders or directors or otherwise.

        EIGHTH.    Except upon the affirmative vote of shareholders holding all the issued and outstanding shares of Common Stock, no amendment to this Certificate of Incorporation may be adopted by the Corporation which would impose personal liability for the debts of the Corporation on the shareholders of the Corporation or which would amend, alter, repeal or adopt any provision inconsistent with this Article EIGHTH.

        NINTH.    Subject to the limitations set forth in this Certificate of Incorporation, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

        TENTH.    The name and mailing address of the incorporator is:

Cynthia L. Andrews
1800 Mid-America Tower
20 North Broadway
Oklahoma City, OK 73102

        Executed this 4th day of September, 1997.

/s/  CYNTHIA L. ANDREWS CYNTHIA L. ANDREWS, INCORPORATOR

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FEE:    $50.00
(Minimum)	AMENDED
	CERTIFICATE OF INCORPORATION
FILE IN DUPLICATE	(After Receipt of Payment of Stock)	[STAMP]
PRINT CLEARLY
SOS CORP. KEY:		FOR OFFICE USE ONLY

PLEASE NOTE:    This form MUST be filed with a letter from the Oklahoma Tax Commission stating the franchise tax has been paid for the current fiscal year. If the authorized capital is increased in excess of fifty thousand dollars ($50,000.00), the filing fee shall be an amount equal to one-tenth of one percent (1/10 of 1%) of such increase.

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA, 101 State Capitol Bldg., Oklahoma City, OK 73102:

        The undersigned Oklahoma corporation, for the purpose of amending its certificate of incorporation as provided by Section 1077 of the Oklahoma General Corporation Act, hereby certifies:

1.	A.	The name of the corporation is:		Vitalink Subsidiary, Inc.
	B.	As Amended: The name of the corporation has been changed to:
		NeighborCare of Oklahoma, Inc.
2.	A.	No change, as filed        ý.
	B.	As amended: The address of the registered office in the State of Oklahoma and the name of the registered agent at such address is:
NAME			STREET ADDRESS (P.O. BOXES ARE NOT ACCEPTABLE)		CITY	COUNTY	ZIP CODE
3.	A.	No change, as filed        ý.
	B.	As amended: The duration of the corporation is:
4.	A.	No change, as filed        ý.
	B.	As amended: The purpose or purposes for which the corporation is formed are:
5.	A.	No change, as filed        ý.
	B.	As amended: The aggregate number of the authorized shares, itemized by class, par value of shares, shares without par value, and series, if any, within a class is:

NUMBER OF SHARES	SERIES	PAR VALUE PER SHARE
Common
Preferred
TOTAL NO. SHARES:	TOTAL AUTHORIZED CAPITAL:

        That at a meeting of the Board of Directors, a resolution was duly adopted setting forth the foregoing proposed amendment(s) to the Certificate of Incorporation of said corporation, declaring

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said amendment(s) to be advisable and calling a meeting of the shareholders of said corporation for consideration thereof.

        That thereafter, pursuant to said resolution of its Board of Directors, a meeting of the shareholders of said corporation was duly called and held, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment(s)

        SUCH AMENDMENT(S) WAS DULY ADOPTED IN ACCORDANCE WITH 18 O.S., )(1077.

        IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed by its Vice President and attested by its            Secretary, this 24th day of November, 1998.

		Vitalink Subsidiary, Inc. (EXACT CORPORATE NAME)
		/s/  JAMES V. MCKEON
		By James V. McKeon	Vice President
		(PLEASE PRINT NAME)
ATTEST:
/s/  IRA C. GUBERNICK
Ira C. Gubernick	Corporate Secretary
(PLEASE PRINT NAME)

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Exhibit 3.57

CERTIFICATE OF INCORPORATION OF VITALINK SUBSIDIARY, INC.

EX-3.58

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Exhibit 3.58

BYLAWS

OF

NeighborCare of Oklahoma, Inc.
f/k/a
VITALINK SUBSIDIARY, INC.

(As Adopted September 8, 1997)

TABLE OF CONTENTS
TO
BYLAWS
OF
VITALINK SUBSIDIARY, INC.
(an Oklahoma Corporation)

			Page
ARTICLE I—SHAREHOLDERS			1
	Section 1.01.	Annual Meeting	1
	Section 1.02.	Special Meetings	1
	Section 1.03.	Notice of Meetings	1
	Section 1.04.	Quorum	1
	Section 1.05.	Organization	1
	Section 1.06.	Conduct of Business	2
	Section 1.07.	Proxies and Voting	2
	Section 1.08.	Stock List	2
ARTICLE II—BOARD OF DIRECTORS			3
	Section 2.01.	Number and Term of Office	3
	Section 2.02.	Vacancies	3
	Section 2.03.	Regular Meetings	3
	Section 2.04.	Special Meetings	3
	Section 2.05.	Quorum	3
	Section 2.06.	Participation in Meetings by Conference Telephone	4
	Section 2.07.	Written Consents	4
	Section 2.08.	Conduct of Business	4
	Section 2.09.	Powers	4
	Section 2.10.	Compensation of Directors	6
ARTICLE III—COMMITTEES			5
	Section 3.01.	Executive Committee	5
	Section 3.02.	Other Committees of the Board of Directors	5
	Section 3.03.	Limitations on Power and Authority of Committees	5
	Section 3.04.	Conduct of Business	6
ARTICLE IV—OFFICERS			6
	Section 4.01.	Generally	6
	Section 4.02.	Chairman of the Board	6
	Section 4.03.	Vice Chairman of the Board	6
	Section 4.04.	President	6
	Section 4.05.	Vice Presidents	7
	Section 4.06.	Secretary	7
	Section 4.07.	Treasurer	7
	Section 4.08.	Delegation of Authority	7
	Section 4.09.	Removal	7
	Section 4.10.	Action with Respect to Securities of Other Corporations	7
ARTICLE V—STOCK			7
	Section 5.01.	Certificates of Stock	7
	Section 5.02.	Transfers of Stock	7
	Section 5.03.	Record Date	8

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	Section 5.04.	Lost, Stolen or Destroyed Certificates	8
	Section 5.05.	Regulations	8
ARTICLE VI—NOTICES			9
	Section 6.01	Notices	9
	Section 6.02.	Waivers	9
ARTICLE VII—MISCELLANEOUS			9
	Section 7.01.	Facsimile Signatures	9
	Section 7.02.	Corporate Seal	9
	Section 7.03.	Reliance upon Books, Reports and Records	9
	Section 7.04.	Fiscal Year	9
	Section 7.05.	Time Periods	9
ARTICLE VIII—AMENDMENTS			9

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BYLAWS
OF
VITALINK SUBSIDIARY, INC.
(As Adopted September 8, 1997)

ARTICLE I—SHAREHOLDERS

Section 1.01. Annual Meeting

        An annual meeting of the shareholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the later of the date of incorporation or the last annual meeting of the shareholders.

Section 1.02. Special Meetings

        Special meetings of the shareholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors or by the Chairman of the Board or the President and shall be held at such place, on such date, and at such time as they or he shall fix.

Section 1.03. Notice of Meetings

        Written notice of the place, date, and time of all meetings of the shareholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each shareholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Oklahoma General Corporation Act or the Certificate of Incorporation). The term "Certificate of Incorporation" as used herein shall mean the Certificate of Incorporation of the Corporation as may be amended from time to time. Notice of a special meeting of the shareholders shall also state the purpose or purposes for which the meeting is called.

        When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date, and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 1.04. Quorum

        At any meeting of the shareholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or by the Certificate of Incorporation.

        If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or represented by proxy, may adjourn the meeting to another place, date, or time.

Section 1.05. Organization

        Such person as the Board of Directors may have designated or, in the absence of such a person, the highest ranking officer of the corporation who is present shall call to order any meeting of the shareholders and act as chairman of the meeting. In the absence of the Secretary of the corporation, the secretary of the meeting shall be such person as the chairman appoints.

Section 1.06. Conduct of Business

        The chairman of any meeting of shareholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order.

Section 1.07. Proxies and Voting

        At any meeting of the shareholders, every shareholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

        Each shareholder shall have one vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law or by the Certificate of Incorporation.

        All voting, except where otherwise required by law or by the Certificate of Incorporation, may be by a voice vote; provided, however, that upon demand therefor by a shareholder entitled to vote or his proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the shareholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

        All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law or by the Certificate of Incorporation, all other matters shall be determined by a majority of the votes cast.

        Notwithstanding the provisions of this Section 1.07, any action required or which may be taken at any annual or special meeting of the shareholders may be taken without a meeting, without prior notice or a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in this state, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Such written consent or consents shall be filed with the minutes of the proceedings of the shareholders. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

        Every written consent shall bear the date of signature of each shareholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this section to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to its registered office in this state, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

Section 1.08. Stock List

        The officer who has charge of the stock ledger of the corporation shall prepare a complete list of shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order for each class of stock and showing the address of each such shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any

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purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

        The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to examination by any shareholder who is present. The stock ledger shall be the only evidence as to the identity of the shareholders entitled to examine the stock list and to vote in person or by proxy at the meeting.

ARTICLE II—BOARD OF DIRECTORS

Section 2.01. Number and Term of Office

        The number of directors who shall constitute the whole board shall be such number as fixed from time to time by the Board of Directors, except that the number of directors constituting the initial Board of Directors shall be equal to the number of directors named in the Certificate of Incorporation or elected by the incorporators, as the case may be. Each director shall serve until his successor is elected and qualified or until his earlier resignation or removal.

        Whenever the authorized number of directors is increased between annual meetings of the shareholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

Section 2.02. Vacancies

        If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his successor is elected and qualified.

Section 2.03. Regular Meetings

        Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 2.04. Special Meetings

        Special meetings of the Board of Directors may be called by one-third (¹/3) of the directors then in office or by the chief executive officer and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived in one or more of the following ways: (i) by mailing written notice not less than three (3) days before the meeting, or (ii) by personally delivering the same not less than eighteen (18) hours before the meeting, or (iii) by telegraphing, transmitting by facsimile or telephoning the same in a manner reasonably designed to reach the director not less than eighteen (18) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 2.05. Quorum

        At any meeting of the Board of Directors, a majority of the total directors then in office, but not less than one-third (¹/3) of the total number of directors constituting the whole board, shall constitute a

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quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of the directors present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 2.06. Participation in Meetings by Conference Telephone

        Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting.

Section 2.07. Written Consents

        Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 2.08. Conduct of Business

        At any meeting of the Board of Directors at which a quorum of the directors is present, business shall be transacted in such order and manner as the board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law or by the Certificate of Incorporation.

Section 2.09. Powers

        The Board of Directors may, except as otherwise required by law or by the Certificate of Incorporation, exercise all such powers and do all such acts and things as may be exercised or done by the corporation, including, without limiting the generality of the foregoing, the unqualified power:

        (1)   To declare dividends from time to time in accordance with law;

        (2)   To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

        (3)   To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

        (4)   To remove any officer of the corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

        (5)   To confer upon any officer of the corporation the power to appoint, remove and suspend subordinate officers and agents;

        (6)   To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers and agents of the corporation and its subsidiaries as it may determine;

        (7)   To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers and agents of the corporation and its subsidiaries as it may determine; and,

        (8)   To adopt from time to time regulations, not inconsistent with these bylaws, for the management of the corporation's business and affairs.

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Section 2.10. Compensation of Directors

        Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the directors.

ARTICLE III—COMMITTEES

Section 3.01. Executive Committee

        The Board of Directors, by a vote of a majority of the whole board, may designate an Executive Committee to serve at the pleasure of the board and shall elect a director or directors to serve as the member or members of the Executive Committee, designating, if it desires, other directors as alternative members who may replace any absent or disqualified member at any meeting of the Executive Committee. The Executive Committee, except to the extent as it may be restricted from time to time by the vote of a majority of the total number of directors, may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it subject to the limitations set forth on Section 3.03. Unless expressly restricted by resolution of the Board of Directors, the Executive Committee shall have the power and authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger. In the absence or disqualification of any member of the Executive Committee, and any alternate member in his place, the member or members of the Executive Committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 3.02. Other Committees of the Board of Directors

        The Board of Directors, by a vote of a majority of the whole board, may from time to time designate other committees of the board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the board and shall, for those committees, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternative members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to the extent the resolution designating the committee or a supplemental resolution of the Board of Directors shall so provide subject to the limitation set forth in Section 3.03. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 3.03. Limitations on Power and Authority of Committees

        No committee of the Board of Directors shall have any power or authority in reference to amending the certificate of incorporation of the corporation (except that the Executive Committee, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors, may fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of the shares in any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the shareholders the sale, lease or

5

exchange of all or substantially all of the property and assets of the corporation, recommending to the shareholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation.

Section 3.04. Conduct of Business

        Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (¹/3) of the total committee members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Minutes of each committee meeting shall be prepared, approved by the chairman of the meeting and filed with the Secretary of the corporation. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV—OFFICERS

Section 4.01. Generally

        The officers of the corporation shall consist of a President and a Secretary and such other senior or subordinate officers as may from time to time be elected by the Board of Directors. The Board of Directors may also elect from its number a Chairman and Vice Chairman of the Board of the corporation. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of shareholders. Each officer shall hold his office until his successor is elected and qualified or until his earlier resignation or removal. Any number of offices may be held by the same person.

Section 4.02. Chairman of the Board

        The Chairman of the Board, if any, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors. He shall be the senior officer of the corporation and shall be responsible for overall planning and policy.

Section 4.03. Vice Chairman of the Board

        The Vice Chairman of the Board shall perform such duties as the Board of Directors shall prescribe. In the absence or disability of the Chairman of the Board, the Vice Chairman shall perform the duties and exercise the powers of the Chairman of the Board.

Section 4.04. President

        The President shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, he shall have the responsibility for the general management and control of the affairs and business of the corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him by the Board of Directors. He shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized. He shall have general supervision and direction of all of the other officers and agents of the corporation.

6

Section 4.05. Vice Presidents

        Each Vice President shall perform such duties as the Board of Directors shall prescribe. In the absence or disability of the President, the Vice President with the highest ranking shall perform the duties and exercise the powers of the President.

Section 4.06. Secretary

        The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the shareholders and the Board of Directors. He shall have charge of the corporate records.

Section 4.07. Treasurer

        The Treasurer, if any, shall have the custody of all monies and securities of the corporation and shall keep regular books of account. He shall make such disbursements of the funds of the corporation as are proper and shall render from time to time an account of all such transactions and of the financial condition of the corporation.

Section 4.08. Delegation of Authority

        The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.09. Removal

        Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

Section 4.10. Action with Respect to Securities of Other Corporations

        Unless otherwise directed by the Board of Directors, the President shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of shareholders of or with respect to any action of shareholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V—STOCK

Section 5.01. Certificates of Stock

        Each shareholder shall be entitled to a certificate signed by, or in the name of, the corporation by the Chairman or the Vice Chairman of the Board, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying and representing the number of shares owned by him. Any of or all the signatures on the certificate may be facsimile.

Section 5.02. Transfers of Stock

        Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 5.04 of these bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

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Section 5.03. Record Date

        The Board of Directors may fix a record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

        In order that the corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Oklahoma General Corporation Act, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in this state, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Oklahoma General Corporation Act, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

        In order that the corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5.04. Lost, Stolen or Destroyed Certificates

        In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5.05. Regulations

        The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

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ARTICLE VI—NOTICES

Section 6.01 Notices

        Except as otherwise permitted herein, whenever notice is required to be given to any shareholder, director, officer, or agent, such requirement shall not be construed to mean personal notice. Such notice may in every instance be effectively given by depositing a writing in a post office or letter box, first class postage prepaid, or by dispatching a prepaid telegram, addressed to such shareholder, director, officer, or agent at his or her address as the same appears on the books of the corporation. The time when such notice is deposited or dispatched shall be the time of the giving of the notice.

Section 6.02. Waivers

        A written waiver of any notice, signed by a shareholder, director, officer, or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such shareholder, director, officer, or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VII—MISCELLANEOUS

Section 7.01. Facsimile Signatures

        In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 7.02. Corporate Seal

        The Board of Directors may provide a suitable seal, containing the name of the corporation and the word "Oklahoma", which seal shall be placed in the custody of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 7.03. Reliance upon Books, Reports and Records

        A member of the Board of Directors or a member of any committee designated by the Board of Directors, in the performance of his duties, shall be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of the corporation's officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such officer's, employee's, committee's or other person's competence and who have been selected with reasonable care by or on behalf of the corporation.

Section 7.04. Fiscal Year

        The fiscal year of the corporation shall be as fixed by the Board of Directors.

Section 7.05. Time Periods

        In applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

ARTICLE VIII—AMENDMENTS

        These bylaws may be amended or repealed by the Board of Directors at any meeting or by the shareholders at any meeting.

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QuickLinks

BYLAWS OF NeighborCare of Oklahoma, Inc. f/k/a VITALINK SUBSIDIARY, INC. (As Adopted September 8, 1997)
TABLE OF CONTENTS TO BYLAWS OF VITALINK SUBSIDIARY, INC. (an Oklahoma Corporation)
ARTICLE I—SHAREHOLDERS
ARTICLE II—BOARD OF DIRECTORS
ARTICLE III—COMMITTEES
ARTICLE IV—OFFICERS
ARTICLE V—STOCK
ARTICLE VI—NOTICES
ARTICLE VII—MISCELLANEOUS
ARTICLE VIII—AMENDMENTS

EX-3.59

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Exhibit 3.59

Form 201 (revised 9/03)	[SEAL]	This space reserved for office use.
Return in Duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $300	Articles of Incorporation Pursuant to Article 3.02 Texas Business Corporation Act

Article 1—Corporate Name

The name of the corporation is as set forth below:

NeighborCare of Texas, Inc.

The name must contain the word "corporation," "company," "incorporated," or an abbreviation of one of these terms. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for "name availability" is recommended.

Article 2—Registered Agent and Registered Office (Select and complete either A or B and complete C)

ý A. The initial registered agent is an organization (cannot be corporation named above) by the name of:

C T Corporation System

OR

o B. The initial registered agent is an individual resident of the state whose name is set forth below:

First Name
M.I. Last Name Suffix

C. The business address of the registered agent and the registered office address is:

Street Address	City	State	Zip Code
c/o C T Corporation System 350 N. St. Paul Street	Dallas	TX	75201

Article 3—Directors

The number of directors constituting the initial board of directors and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are set forth below:

Director 1: First Name	M.I.	Last Name	Suffix
Robert	H.	Fish

Street Address	City	State	Zip Code
101 East State Street	Kennett Square	PA	19348

Director 2: First Name	M.I.	Last Name	Suffix
George	V.	Hager	Jr.

Street Address	City	State	Zip Code
101 E. State Street	Kennett Square	PA	19348

Director 3: First Name
M.I. Last Name Suffix

Street Address
City State Zip Code

Article 4—Authorized Shares

o A. The total number of shares the corporation is authorized to issue is            and the par value of each of the authorized shares is $            

OR (You must select and complete either option A or option B, do not select both.)

ý B. The total number of shares the corporation is authorized to issue is            and the shares shall have no par value.

If the shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, the par value (or statement of no par value), and the preferences, limitations, and relative rights of each class in the space provided for supplemental information on this form.

Article 5—Duration

The period of duration is perpetual.

Article 6—Purpose

The purpose for which the corporation is organized is for the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

Supplemental Provisions/Information

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

Incorporator

The name and address of the incorporator is set forth below.

Name:

NeighborCare Pharmacy Services, Inc.

Street Address	City	State	Zip Code
101 East State Street	Kennett Square	PA	19348

Effective Date of Filing

ý This document will become effective when the document is filed by the secretary of state.

OR

o This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is            

Execution

The undersigned incorporator signs these articles of incorporation subject to the penalties imposed by law for the submission of a false or fraudulent document.

/s/  JAMES J. WANKMILLER, SR.

Signature of incorporator: James J. Wankmiller, Sr. V.P., General Counsel & Corp. Sec.

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Exhibit 3.59

EX-3.60

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Exhibit 3.60

CORPORATE RECORDS

OF

*****

INCORPORATED UNDER THE LAWS

OF THE

STATE OF TEXAS

*****

LAW OFFICES

OF

BY-LAWS

ARTICLE I—OFFICES

        1.     The registered office of the corporation shall be at                        and the registered agent at such address is                                                 

        2.     The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the business of the Corporation may require.

ARTICLE II—SEAL

        1.     The corporation seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Texas".

ARTICLE III—SHAREHOLDERS' MEETING

        1.     Meetings of the shareholders shall be held at the registered office of the corporation or at such other place or places, either within or without the State of Texas, as may from time to time be selected.

        2.     The annual meeting of the shareholders shall be held on the                  of                  in each year if not a legal holiday, and if a legal holiday, then on the next secular day following at            o'clock    .M., when they shall elect a Board of Directors, and transact such other business as may properly be brought before the meeting. If the annual meeting is not held within any 13-month period, any court of competent jurisdiction in the county in which the principal office of the corporation is located may, on the application of any shareholder, summarily order a meeting to be held. Failure to hold the annual meeting at the designated time shall not work a dissolution of the corporation.

        3.     The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matter, and, unless otherwise provided by statute the acts, at a duly organized meeting, of the shareholders present, in person or by proxy, entitled to cast at least a majority of the votes which all shareholders present are entitled to cast shall be the acts of the shareholders. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

        4.     Any shareholder may vote either in person or by proxy executed in writing by the shareholder. A telegram, telex, cable-gram, or similar transmission by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of this Section. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. Elections for directors need not be by ballot, except upon demand made by a shareholder at the election and before the voting begins. Any shareholder who intends to cumulate his votes shall give written notice of such intention to the secretary of the corporation on or before the day preceding the election at which such shareholder intends to cumulate his votes. All shareholders may cumulate their votes if any shareholder gives written notice provided for herein. No share shall be voted at any meeting upon which any installment is due and unpaid.

        5.     Written notice of the annual meeting shall be given to each shareholder entitled to vote thereat, at least ten days prior to the meeting.

        6.     In advance of any meeting of shareholders, the Board of Directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at any meeting. The number of judges shall be one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one or three judges are to be

appointed. On request of the chairman of the meeting, or of any shareholders or his proxy, the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them. No person who is a candidate for office shall act as a judge.

        7.     Special meetings of the shareholders may be called at any time by the President, or the Board of Directors, or shareholders entitled to cast at least one-tenth of the votes which all shareholders are entitled to cast at the particular meeting. At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than fifty days after the receipt of the request, and to give due notice thereof.

        8.     Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all shareholders entitled to vote are present and consent.

        9.     Written notice of a special meeting of the shareholders stating the time and place and object thereof, shall be given to each shareholder entitled to vote thereat at least ten days before such meeting, unless a greater period of notice is required by statute in a particular case.

        10.   The officer or agent having charge of the transfer books shall make at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, which the address of and the number of shares held by each, with list shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book, or to vote at any meeting of shareholders.

ARTICLE IV—DIRECTORS

        1.     The business of this corporation shall be managed by its Board of Directors,                        in number. The directors need not be resident of this State or shareholders in the corporation. They shall be elected by the shareholders at the annual meeting of shareholders of the corporation, and each director shall be elected for the term of one year, and until his successor shall be elected and shall qualify. The Board of Directors of this corporation shall consist of one or more members.

        2.     In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the shareholders.

        3.     The full Board of Directors may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in resolution, shall have and may exercise all of the authority of the Board of Directors, except that no such committee shall have the authority of the Board of Directors in reference to amending the Articles of Incorporation, approving a plan of merger or consolidation, recommending to the shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, amending, altering, or repealing the By-Laws of the corporation or adopting new By-Laws for the corporation, filling vacancies in the Board of Directors or any such committee, electing or removing officers or members of any such committee, fixing the compensation of any member of such committee, or altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be so amendable or repealable; and, unless such resolution or the Articles of Incorporation, of the corporation expressly so provide, no such committee shall have the power of authority to declare a dividend or to authorize the issuance of shares of the corporation. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

        4.     The meeting of the Board of Directors may be held at such place within this State, or elsewhere, as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting.

        5.     Each newly elected Board may meet at such place and time as shall be fixed by the shareholders at the meeting at which such directors are elected and no notice shall be necessary to the newly elected directors in order legally to constitute the meeting, or they may meet at such place and time as may be fixed by the consent in writing of all the directors.

        6.     Regular meetings of the Board shall be held without notice at the registered office of the corporation, or at such other time and place as shall be determined by the Board.

        7.     Special meetings of the Board may be called by the President on two days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors in office.

        8.     A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the directors may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the directors and shall be filed with the Secretary of the corporation.

        9.     A director of a corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

        10.   Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board PROVIDED, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE V—OFFICERS

        1.     The executive officers of the corporation shall be chosen by the directors and shall be a President, Secretary and Treasurer. The Board of Directors may also choose a Vice President, and such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board. Any number of offices may be held by the same person except that the President and Secretary shall not be the same person. It shall not be necessary for the officers to be directors.

        2.     The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

        3.     The officers of the corporation shall hold office for one year and until their successors are chosen and have qualified. Any officer or agent elected or appointed by the Board may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.

        4.     The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors; he shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as

may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation. He shall be EX-OFFICIO a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation.

        5.     The Secretary shall attend all sessions of the Board and all meetings of the shareholders and act as clerk thereof, and record all votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He shall give, or cause to be given notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, and under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.

        6.     The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meeting of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

ARTICLE VI—VACANCIES

        1.     If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.

        2.     Any officer or agent or member of a committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent or member of a committee shall not of itself create contract rights.

        3.     Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

ARTICLE VII—BOOKS AND RECORDS

        1.     The corporation shall keep books and records of account and shall keep minutes of the proceedings of its shareholders, its board of directors, and each committee of its board of directors. The corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the corporation and a record of each transfer of those shares that have been presented to the corporation for registration of transfer. Such records shall contain the names and addresses of all past and current shareholders of the corporation and the number and class of shares issued by the corporation held by each of them. Any books, records, minutes, and share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time. The principal place of business of a corporation, or the office of its transfer agent or registrar, may be located outside the State of Texas.

        2.     Any person who shall have been a holder of record of shares for at least six (6) months immediately preceding his demand, or shall be the holder of record of at least five per cent (5%) of all outstanding shares of a corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent, accountant or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of account, minutes, and share transfer records, and to make extracts therefrom.

ARTICLE VIII—SHARE CERTIFICATES, DIVIDENDS, ETC.

        1.     The share certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation as they are issued. They shall bear the corporate seal and shall be signed by the

        2.     Transfer of shares shall be made on the books of the corporation upon surrender of the certificates therefor, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.

        3.     The Board of Directors may fix a time, not more than sixty days, prior to the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the shareholders entitled to notice of, or to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange or shares. In such case, only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period, and in such case, written or printed notice thereof shall be mailed at least ten days before the closing thereof to each shareholder of record at the address appearing on the records of the corporation or supplied by him to the corporation for the purpose of notice. While the stock transfer books of the corporation are closed, no transfer of shares shall be made thereon. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this article, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of stock transfer books and the stated period of closing has expired.

        4.     In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

        5.     The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation, from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Articles of Incorporation.

        6.     Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

ARTICLE IX—MISCELLANEOUS PROVISIONS

        1.     All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

        2.     The fiscal year of the corporation shall begin on the first day of

        3.     Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, or by telegram, charges prepaid, to his address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice. If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of shareholders, the general nature of the business to be transacted.

        4.     Whenever any written notice is required by statute, or by the Articles or By-Laws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of shareholders, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

        5.     Shareholders, members of the Board of Directors, or members of any committee designated by such Board, may participate in and hold a meeting of such shareholders, Board, or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

        6.     Except as otherwise provided in the Articles or By-Laws of this corporation, any action which may be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation.

        7.     Fixing record dates for consents to action. Unless a record date shall have previously been fixed or determined pursuant to this section, whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the Board of Directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not proceed, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by this Act, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office, its principal place of business, or an officer or agent of the corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the corporation's principal place of business shall be addressed to the President or the principal executive officer of the corporation. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by this Act, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.

        8.     Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expenses incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

        9.     The Board of Directors must, when requested by the holders of at least one-third of the outstanding shares of the corporation, present written reports of the situation and amount of business of the corporation and, subject to limitations on the authority of the Board of Directors by provisions of law, or the Articles of Incorporation, the Board shall declare and provide for payment of such dividends of the profits from the business of the corporation as such Board shall deem expedient.

ARTICLE X—ANNUAL STATEMENTS

        1.     The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.

        2.     Upon the written request of any holder of record of shares of the corporation, the corporation shall mail to such holder its annual statements for its last fiscal year showing in reasonable detail its assets and liabilities and the results of its operations and the most recent interim statements, if any, which have been filed in a public record or otherwise published. The corporation shall be allowed a reasonable time to prepare such annual statements.

ARTICLE XI—INDEMNIFICATION OF DIRECTORS, OFFICERS AND
OTHER AUTHORIZED REPRESENTATIVES

        1.     The corporation shall indemnify any person, as defined in section 202-1(1) of the Texas Business Corporation Act, who was, or is threatened to be made a named defendant or respondent in any proceeding because the person is or was a director only if it is determined in accordance with section F of said act that the person:

        (A)  conducted himself in good faith;

        (B)  reasonably believed:

        (1)   in the case of conduct in his official capacity as a director of the corporation, that his conduct was in the corporation's best interests; and

        (2)   in all other cases, that his conduct was not opposed to the corporation's best interests; and

        (C)  in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful, except that a person may be indemnified under this article against judgements, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding, but if the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding and (2) shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the corporation.

        2.     A determination of indemnification under this article must be made:

        (A)  by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding;

        (B)  if such a quorum cannot be obtained by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding;

        (C)  by special legal counsel selected by the Board of Directors or a committee of the board by vote as set forth in Subsection (A) or (B) of this section, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or

        (D)  by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding.

ARTICLE XII—AMENDMENTS

        1.     The initial By-Laws of this corporation shall be adopted by its Board of Directors. The power to alter, amend, or repeal the By-Laws or adopt new By-Laws, subject to repeal or change by action of the shareholders, shall be vested in the Board of Directors unless reserved to the shareholders by the Articles of Incorporation.

UNANIMOUS CONSENT OF DIRECTORS

IN LIEU OF ORGANIZATION MEETING

        THE UNDERSIGNED, being all of the directors of the above named corporation, a corporation organized under the Laws of the State of Texas,                         hereby adopt the following resolutions:

        RESOLVED, That a copy of the Articles and Certificate of Incorporation of this corporation, which has been filed in the office of the Secretary of State, be prefixed to the minutes, and that this corporation proceed to do business thereunder.

        RESOLVED, That a form of By-Laws for the regulation of the affairs of the corporation be adopted and inserted in the minute book immediately following the copies of the Articles and Certificate of Incorporation.

        RESOLVED, That the share certificates of this corporation shall be in the form submitted.

        RESOLVED, That the seal, an impression of which is herewith affixed, be adopted as the corporate seal of this corporation.

        RESOLVED, That the officers of this corporation be authorized and directed to open a bank account in the name of the corporation, in accordance with a form of bank resolution attached to these minutes.

        WHEREAS any individual or partnership holding original issue common shares in a domestic small business corporation will benefit under the provisions of Section 1244 of the Internal Revenue Code in the event that their shares are disposed of at a loss or become worthless, by having the loss considered an ordinary loss up to $50,000.00 per taxable year ($100,000.00 on a joint return), and

        WHEREAS a small business corporation is defined as one in which the aggregate amount of money and other property received by the corporation for stock, as a contribution to capital and as paid in surplus, does not exceed $1,000,000.00; and the corporation has derived more than 50% of its gross income for the five most recent taxable years from sources other than royalties, rents, dividends, interest, annuities or gains from the sale of securities;

        RESOLVED, That in order for the shareholders of the corporation to enjoy the benefits of Section 1244 of the Internal Revenue Code of 1954, the proper officers of the corporation are hereby directed to issue the shares of the corporation in such manner as to comply with the conditions of Section 1244 and to see that all the required records are maintained and the share certificates are marked "Section 1244 Shares."

        RESOLVED, That full paid and non-assessable shares of the corporation be issued as follows:

which is good and sufficient consideration for the shares demanded therefor and necessary for the business of this corporation.

        FURTHER RESOLVED, That the President and Secretary be and they are hereby authorized and directed to issue and deliver certificates of full paid and non-assessable shares of this corporation to the said

        RESOLVED, That the following persons are appointed to the offices set opposite their respective names, to serve for one year and until their successors are chosen and qualify:

        RESOLVED, That the Secretary is authorized and directed to procure the proper corporate books, and the Treasurer be and hereby is authorized to pay all fees and expenses incident to and necessary for the organization of the corporation.

        RESOLVED, That in compliance with the laws of the State of Texas, this corporation have and continuously maintain a registered office within the State of Texas and have an agent at all times in charge thereof, upon which agent process against this corporation may be served, and that the books and records of the corporation shall be available for examination by any shareholder for any proper purpose as provided by law.

        RESOLVED, That the proper officers of the corporation be and they are hereby authorized and directed on behalf of the corporation, and under its corporate seal, or otherwise to make and file such certificate, report or other instrument as may be required by law to be filed in any state, territory, or dependency of the United States, or in any foreign country in which said officers shall find it necessary or expedient to file the same to authorize the corporation to transact business in such state, territory, dependency or foreign country.

Dated:

WAIVER OF NOTICE

SPECIAL MEETING OF THE BOARD OF DIRECTORS

        WE, THE UNDERSIGNED, being the directors elected by the shareholders of the above named corporation, DO HEREBY WAIVE NOTICE of the time, place and purpose of a special meeting of the Board of Directors of said corporation.

        We designate the                  day of                        at            o'clock     M. as the time, and                        as the place of said meeting; the purpose of said meeting is to consider the adoption of a medical expense reimbursement plan.

Dated:

MINUTES OF A SPECIAL MEETING OF

THE BOARD OF DIRECTORS

        A special meeting of the Board of Directors was held on the                  day of                        , at            o'clock    M., at                         pursuant to written waiver of notice thereof signed by all the directors, fixing said time and place.

                                                         acted as Chairman and                                                 served as Secretary of the meeting.

        The Chairman announced that the following Directors, constituting the full Board of Directors of this corporation were present:

        The Chairman stated that the purpose of the meeting was to approve and adopt a medical expense reimbursement plan, a copy of which was presented to those present.

        Upon motion duly made, seconded and carried, it was

        RESOLVED, That the medical expense reimbursement plan, a copy of which is attached to and made a part of these minutes, be adopted and that the proper officers are hereby authorized to take the necessary steps to implement said plan.

        There being no further business, the meeting upon motion adjourned.

Secretary

MEDICAL EXPENSE REIMBURSEMENT PLAN

        Under Internal Revenue Code Section 105 an employee of a small corporation may receive reimbursements for medical expenses incurred by him for himself, his spouse and dependents. The payments received are not taxable as income to the recipient and at the same time qualify as deductible business expenses of the corporation.

        In order to qualify as a noninsured Medical Expense Reimbursement Plan with tax-exempt benefits, the plan must meet two requirements:

        1.     It must not discriminate in favor of someone who is highly compensated by being among the employer's five highest paid officers, a shareholder owning more than 10% in value of the employer's stock, or among the highest paid 25% of all employees who are not officers or shareholders.

        2.     It must benefit 70% or more of all employees, or 80% or more of all those eligible to participate in the plan. Employees who have not completed three years of service, are under age 25, are part-time seasonal or nonresident alien employees, or those covered by an agreement between representatives and the employer (as in the case of a labor union contract with a medical plan) need not be included.

        3.     The plan should be adopted by resolution of the board of directors and followed in practice.

        (The above rules, in effect prior to the enactment of Code Section 89 nondiscrimination rules, have been reinstated with the retroactive repeal of Code Section 89.

        Code Section 89 proved to be an administrative nightmare requiring tremendous compliance efforts on the part of employers. After intensive lobbying by the business community, Congress realized that these rules could prove to have a negative effect on employer decisions as to whether or not to provide, or continue to provide, benefits to employees.)

November, 1989

MEDICAL EXPENSE REIMBURSEMENT

PLAN OF

        This corporation does hereby establish a Medical Expense Reimbursement Plan, hereinafter referred to as the "Plan", for the benefit of those of its employees who now, or who will subsequently, meet the following requirements and hereinafter be referred to as a "participant:"

        1.     REIMBURSEMENT FOR MEDICAL CARE EXPENSE

        (a)   The corporation shall from time to time reimburse any participant of the Plan, who is employed by the corporation on a full-time basis, for all expenses incurred by such participant for the medical care as defined in Section 213 of the Internal Revenue Code of such participant, his spouse, and his qualified dependents under Section 152 of the Internal Revenue Code.

        (b)   The Company may pay any or all of the qualified medical expenses directly or reimburse the participant for such expenses.

        (c)   The reimbursement to, or the payment on behalf of, any one participant including his spouse and his dependents, shall be limited to                        in any one fiscal year of the company.

        (d)   The participant shall present the bill or bills for medical expenses to the corporation before the corporation shall be obligated to pay or reimburse the participant. A failure to submit a bill or proof of payment may at the discretion of the Company, terminate such individual's right to reimbursement.

        2.     Reimbursement under this Plan shall be excess coverage only over any insurance plan or payment received from any other source.

        3.     This plan may be terminated or amended at any time by majority vote of the Board of Directors of the corporation; however such termination or amendment shall not affect any right to claim reimbursement for medical expenses incurred prior to such termination or amendment.

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Exhibit 3.60

CORPORATE RECORDS OF ***** INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS ***** LAW OFFICES OF
BY-LAWS
ARTICLE I—OFFICES
ARTICLE II—SEAL
ARTICLE III—SHAREHOLDERS' MEETING
ARTICLE IV—DIRECTORS
ARTICLE V—OFFICERS
ARTICLE VI—VACANCIES
ARTICLE VII—BOOKS AND RECORDS
ARTICLE VIII—SHARE CERTIFICATES, DIVIDENDS, ETC.
ARTICLE IX—MISCELLANEOUS PROVISIONS
ARTICLE X—ANNUAL STATEMENTS
ARTICLE XI—INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES
ARTICLE XII—AMENDMENTS
UNANIMOUS CONSENT OF DIRECTORS IN LIEU OF ORGANIZATION MEETING
WAIVER OF NOTICE SPECIAL MEETING OF THE BOARD OF DIRECTORS
MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS
MEDICAL EXPENSE REIMBURSEMENT PLAN
MEDICAL EXPENSE REIMBURSEMENT PLAN OF

EX-3.61

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Exhibit 3.61

(7/93)

ARTICLES OF INCORPORATION

OF

COMPUPHARM OF VIRGINIA, INC.

        The undersigned, pursuant to Chapter     of Title 13.1 of the Code of Virginia, state(s) as follows:

1.

The name of the corporation is:

CompuPharm of Virginia, Inc..

2.

The number (and classes, if any) of shares the corporation is authorized to issue is (are):

Number of shares authorized	Classes(es)
1,000	Common Stock

3.

A.    The corporation's initial registered office address which is the business address of the initial registered agent is:

5911 Staples Mill Road	Richmond VA	23228,
(number/street)	(city or town)	(ZIP code)

B.

The registered office is physically located in the o city or ý County of Henrico.



4.

A.    The name of the corporation's initial registered agent is Edward R. Parker.



B.

The initial registered agent is (mark appropriate box):

(1)	An individual who is a resident of Virginia and
	o an initial director of the corporation
	ý a member of the Virginia State Bar
	OR
(2)	o a professional corporation or professional limited liability company of attorneys registered under Section 54.1-3902, Code of Virginia

5.

The NAMES AND ADDRESSES of the initial directors are:

Kerry Nielson        300 Corporate Pointe, Suite 400, Culver City, GA 90230

Edwin Bernstein        300 Corporate Pointe, Suite 400, Culver City, CA 90230

Robert A. Palmer        121 Algonquin Parkway, Whippany, New Jersey 07981

6.

INCORPORATOR(S):

/s/  SUZANNE M. FORMAN Signature(s) Suzanne M. Forman Printed name(s)

See instructions on the reverse.

ARTICLES OF AMENDMENT
OF
COMPUPHARM OF VIRGINIA, INC.

ONE

        The name of the corporation is CompuPharm of Virginia, Inc.

TWO

        Article I of the Articles of Incorporation of the corporation is hereby amended to read as follows:

        "1. The name of the corporation is: TeamCare of Virginia, Inc."

THREE

        The foregoing amendment was adopted on August 7, 1996.

FOUR

        The amendment was submitted to the sole shareholder by the board of directors in accordance with the provisions of Chapter 9 of Title 13.1 of the Code of Virginia, and:

        The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the amendment were:

Designation	No. of Outstanding Shares	No. of Votes
Common	100	100

        The total number of undisputed votes cast for the amendment by the sole voting group was 100 shares.

        The undersigned assistant secretary declares that the facts herein stated are true as of August 8, 1996.

COMPUPHARM OF VIRGINIA, INC.
By:	/s/  M. HENRY DAY, JR. M. Henry Day, Jr. Assistant Secretary

ARTICLES OF AMENDMENT OF

TeamCare of Virginia, Inc.

ONE

        The name of the corporation is TeamCare of Virginia, Inc.

TWO

        The new name of the corporation is NeighborCare of Virginia, Inc.

THREE

        The foregoing amendment was adopted on November 20, 1998.

FOUR

        The amendment was adopted by unanimous consent of the shareholders.

        The undersigned Vice President, Chairman's Office and Corporate Secretary declares that the facts herein stated are true as of November 20, 1998.

TeamCare of Virginia, Inc.
By:	/s/  IRA C. GUBERNICK Ira C. Gubernick, Vice President, Chairman's Office and Corporate Secretary

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Exhibit 3.61

EX-3.62

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Exhibit 3.62

BYLAWS
OF
COMPUPHARM OF VIRGINIA, INC.,
a Virginia corporation

ARTICLE I.    OFFICES

Section 1.    PRINCIPAL EXECUTIVE OFFICE.    The principal executive office of the corporation is hereby fixed and located at: 300 Corporate Pointe, Suite 400, Culver City, California 90230. The Board of Directors (herein called the "Board") is hereby granted full power and authority to change said principal executive office from one location to another. Any such change shall be noted on the Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 2.    OTHER OFFICES.    Branch or subordinate offices may at any time be established by the Board at any place or places.

ARTICLE II.    SHAREHOLDERS

Section 1.    PLACE OF MEETINGS.    Meetings of shareholders shall be held either at the principal executive office of the corporation or at any other place within or without the State of Virginia which may be designated either by the Board or by the written consent of all persons entitled to vote thereat, given either before or after the meeting and filed with the Secretary.

Section 2.    ANNUAL MEETINGS.    The annual meetings of shareholders shall be held on May 20th at 10:00 a.m., local time or such other date or such other time as may be fixed by the Board; provided however, that should said day fall upon a Saturday, Sunday, or legal holiday observed by the corporation at its principal executive office, then any such annual meeting of shareholders shall be held at the same time and place on the next full business day. At such meetings directors shall be elected and any other proper business may be transacted.

Section 3.    SPECIAL MEETINGS.    Special meetings of the shareholders may be called at any time by the Board, the Chairman of the Board, the President, or by the holders of shares entitled to cast not less than 10 percent of the votes at such meeting. Upon receipt of a request in writing addressed to the Chairman of the Board, the President, any Vice-President or the Secretary by any person (other than the Board) entitled to call a special meeting of shareholders, the such Officer shall forthwith cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 or more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice.

Section 4.    NOTICE OF ANNUAL OR SPECIAL MEETING.    Written notice of each annual or special meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting and (i) in the case of a special meeting the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election.

        Notice of a shareholders' meeting shall be given either personally or by mail or by other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice;

or, if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient.

Section 5.    QUORUM.    A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present, may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 6.    ADJOURNED MEETING AND NOTICE THEREOF.    Any shareholders' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by a proxy thereat, but in the absence of a quorum (except as provided in Section 5 of this Article) no other business may be transacted at such meeting.

        It shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken; provided, however, when any shareholders' meeting is adjourned for more than 45 days or, if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting.

Section 7.    VOTING.    The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of the corporation on the record date determined in accordance with Section 8 of this Article.

        Voting in all cases be subject to the provisions of The Virignia Code and to the following provisions:

        (a)   Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder's name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee's name.

        (b)   Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver's name if authority to do so is contained in the order of the court by which such receiver was appointed.

        (c)   Subject to the provisions of The Virginia Code, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

        (d)   Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor's property has been appointed and written notice of such appointment given to the corporation.

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        (e)   Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such other corporation may determine or, in the absence of such determination, by the chairman of the board, president or any vice-president of such other corporation, or by any other person authorized to do so by the board, president or any vice-president of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of a corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

        (f)    Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

        (g)   Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

        (h)   If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(i)

If only one votes, such act binds all;



(ii)

If more than one vote, the act of the majority so voting binds all;



(iii)

If more than one vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

        If the instrument so filed or the registration of the shares show that any such tenancy is held in unequal interests, a majority or even split for the purpose of this section shall be a majority or even split in interest.

        Subject to the following sentence and to the provisions of The Virginia Code, every shareholder entitled to vote at any election of directors may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are entitled, or distribute the shareholder's votes on the same principle among as many candidates as the shareholder thinks fits. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates' names have been placed in nomination prior to the voting and the shareholder has given notice, at the meeting prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

        Elections need not be by ballot, provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

        In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

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Section 8.    RECORD DATE.    The Board may fix, in advance, a record date for the determination of the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise rights in respect of any other lawful action. The record date so fixed shall be not more than 60 nor less than 10 days prior to the date of the meeting nor more than 60 days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise of the rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. The Board shall fix a new record date if the meeting is adjourned for more than 45 days.

        If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining shareholders for any purpose other than set forth in this Section 8 or Section 10 of this Article shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later.

Section 9.    CONSENT OF ABSENTEES.    The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need to be specified in any written waiver of notice, except as provided in The Virginia Code.

Section 10.    ACTION WITHOUT MEETING.    Subject to The Virginia Code, any action which, under any provision of The Virginia Code, may be taken at any annual or special meeting of shareholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting purposes be fixed as provided in Section 8 of this Article, the record date for determining shareholders entitled to give consent pursuant to this Section 10, when no prior action by the Board has been taken, shall be the day on which the first written consent is given.

Section 11.    PROXIES.    Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

Section 12.    INSPECTORS OF ELECTION.    In advance of any meeting of shareholders, the Board may appoint any persons other than nominees for office as inspectors of election to act at such meeting and any adjournment thereof. If inspectors of election be not so appointed, or if any persons

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so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any shareholder or shareholder's proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present shall determine whether one or three inspectors are to be appointed.

        The duties of such inspectors shall be as prescribed by The Virginia Code and shall include: determining the number of shares outstanding and the voting power of each; the shares represented at the meeting; the existence of a quorum; the authenticity, validity, and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents, determining when the polls shall close; determining the result; and doing such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all.

ARTICLE III.    DIRECTORS

Section 1.    POWERS.    Subject to limitations of the Articles, or these Bylaws, and of The Virginia Code relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

        (a)   To select and remove all the other officers, agents, and employees of the corporation, prescribe the powers and duties for them as may not be inconsistent with law, or with the Articles or these Bylaws, fix their compensation, and require from them security for faithful service.

        (b)   To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations therefor not inconsistent with law, or with the Articles or these Bylaws, as they may deem best.

        (c)   To adopt, make, and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time as in their judgment they may deem best.

        (d)   The authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful.

        (e)   The borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.

Section 2.    NUMBER AND QUALIFICATION OF DIRECTORS.    The authorized number of directors shall not be less than three (3) nor more than five (5) until changed by amendment of the Bylaws duly adopted by the shareholders amending this Section 2.

Section 3.    ELECTION AND TERM OF OFFICE.    The directors shall be elected at each annual meeting of shareholders but if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. Each

5

director shall hold office until the next annual meeting and until a successor has been elected and qualified.

Section 4.    VACANCIES.    Any director may resign effective upon giving written notice to the Chairman of the Board, the President, Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

        Vacancies in the Board, including those existing as a result of a removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the next annual meeting and until such director's successor has been elected and qualified.

        A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

        The Board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.

        The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.

        No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office.

Section 5.    PLACE OF MEETING.    Regular or special meetings of the Board shall be held at any place within or without the State of Virginia which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation.

Section 6.    REGULAR MEETINGS.    Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.

Section 7.    SPECIAL MEETINGS.    Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the President, or any Vice-President or the Secretary or by any two directors.

        Special meetings of the Board shall be held upon four days' written notice or 48 hours' notice given personally or by telephone, telegraph, telex, or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the corporation or as may have been given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.

        Notice by mail shall have been deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person

6

or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

Section 8.    QUORUM.    A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 9.    PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.    Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear by one another.

Section 10.    WAIVER OF NOTICE.    The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

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Section 11.    ADJOURNMENT.    A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 12.    FEES AND COMPENSATION.    Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

Section 13.    ACTION WITHOUT MEETING.    Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

Section 14.    RIGHTS OF INSPECTION.    Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and obtain extracts.

Section 15.    COMMITTEES.    The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

        (a)   The approval of any action for which The Virginia Code also requires shareholders' approval or approval of the outstanding shares;

        (b)   The filling of vacancies on the Board or on any committee;

        (c)   The fixing of compensation of the directors for serving on the Board or on any committee;

        (d)   The amendment or repeal of Bylaws or the adoption of new Bylaws;

        (e)   The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

        (f)    A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board;

        (g)   The appointment of other committees of the Board or the members thereof.

        Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

ARTICLE IV.    OFFICERS

Section 1.    OFFICERS.    The officers of the corporation shall be a president, a secretary, and a treasurer. The corporation may also have, at the discretion of the Board, a chairman of the board, one

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or more vice-presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article.

Section 2.    ELECTION.    The officers of the corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

Section 3.    SUBORDINATE OFFICERS.    The Board may elect, and may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

Section 4.    REMOVAL AND RESIGNATION.    Any officer may be removed, either with or without cause, by the Board of Directors at any time, or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

        Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.    VACANCIES.    A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

Section 6.    CHAIRMAN OF THE BOARD.    The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned by the Board.

Section 7.    PRESIDENT.    Subject to such powers, if any, as may be given by the Board to the Chairman of the Board, if there be such an officer, the President is the general manager and chief executive officer of the corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and officers of the corporation. The President shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers as may be prescribed by the Board.

Section 8.    VICE-PRESIDENTS.    In the absence or disability of the President, the Vice-Presidents in order of their rank as fixed by the Board or, if not ranked, the Vice-President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.

Section 9.    SECRETARY.    The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board may order, a book of minutes of all meetings of shareholders, the Board, and its committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Board and committee

9

meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the corporation at the principal executive office or business office in accordance with The Virginia Code.

        The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation's transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

        The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board and of any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 10.    TREASURER.    The Treasurer is the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct amounts of the properties and business transactions of the corporation, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

        The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE V.    OTHER PROVISIONS

Section 1.    INSPECTION OF CORPORATE RECORDS.

        (a)   As shareholder or shareholders holding at least five percent in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following:

(i)

Inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours upon five business days' prior written demand upon the corporation; or



(ii)

Obtain from the transfer agent, if any, for the corporation, upon five business days' prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders' names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

        (b)   The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder's interest as a shareholder or holder of a voting trust certificate.

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        (c)   The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such shareholder's interests as a shareholder or as a holder of such voting trust certificate.

        (d)   Any inspection and copying under this Article may be made in person or by agent or attorney.

Section 2.    INSPECTION OF BYLAWS.    The corporation shall keep in its principal executive office the original or a copy of these Bylaws as amended to date which shall be open to inspection by shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of Virginia and the corporation has no principal business office in such state, it shall upon the written notice of any shareholder furnish to such shareholder a copy of these Bylaws as amended to date.

Section 3.    ENDORSEMENT OF DOCUMENTS; CONTRACTS.    Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance, or other instrument in writing and any assignment or endorsements thereof executed or entered into between this corporation and any other person, when signed by the Chairman of the Board, the President or any Vice-President, and the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of this corporation shall be valid and binding on this corporation in the absence of actual knowledge on the part of the other person that the signing officers had not authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board and, unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 4.    CERTIFICATES OF STOCK.    Every holder of shares of the corporation shall be entitled to have a certificate signed in the name of the corporation by the Chairman of the Board, the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such an officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

        Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the board may provide; provided, however, that on any certificate issued to represent any partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.

        Except as provided in this Section, no new certificate for shares shall be issued in lieu of an old one unless the latter is surrendered and canceled at the same time. The Board may, however, in case any certificate for shares is alleged to have been lost, stolen, or destroyed, authorize the issuance of a new certificate in lieu thereof, and the corporation may require that the corporation be given a bond or other adequate security sufficient to indemnify it against any claim that may be made against it (including expense or liability) on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate.

Section 5.    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.    The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any

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other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

Section 6.    STOCK PURCHASE PLANS.    The corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and sale for such consideration as may be fixed of its unissued shares, or of issued shares acquired or to be acquired, to one of more of the employees or directors of the corporation or of a subsidiary or to a trustee on their behalf and for the payment of such shares in installments or at one time, and may provide for aiding any such persons in paying for such shares by compensation for services rendered, promissory notes, or otherwise.

        Any such stock purchase plan or agreement or stock option plan or agreement may include, among other features, the fixing of eligibility for participation therein, the class and price of shares to be issued or sold under the plan or agreement, the number of shares which may be subscribed for, the method of payment therefor, the effect of the termination of employment and option or obligation on the part of the corporation to repurchase the shares upon termination of employment, restrictions upon transfer of the shares, the time limits of and termination of the plan, and any other matters, not in violation of applicable law, as may be included in the plan as approved or authorized by the Board or any committee of the Board.

Section 7.    ANNUAL REPORT TO SHAREHOLDERS.    The annual report to shareholders referred to in The Virginia Code is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders.

Section 8.    CONSTRUCTION AND DEFINITIONS.    Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of The Virginia Code shall govern the construction of these Bylaws.

ARTICLE VI.    INDEMNIFICATION

Section 1.    DEFINITIONS.    For the purposes of this Article, "agent "includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes attorney's fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(c).

Section 2.    INDEMNIFICATIONS IN ACTIONS BY THIRD PARTIES.    The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that person had reasonable cause to believe that the person's conduct was unlawful.

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Section 3.    INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.    The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3:

        (a)   In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

        (b)   Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

        (c)   Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4.    INDEMNIFICATION AGAINST EXPENSES.    To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5.    REQUIRED DETERMINATIONS.    Except as provided in Section 4, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 by:

        (a)   A majority vote of a quorum consisting of directors who are not parties to such proceeding;

        (b)   Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

        (c)   The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

Section 6.    ADVANCE OF EXPENSES.    Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 7.    OTHER INDEMNIFICATION.    No provision made by the corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

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Section 8.    FORMS OF INDEMNIFICATION NOT PERMITTED.    No indemnification or advance shall be made under this Article, except as provided in Section 4 or Section 5(c) in any circumstance where it appears:

        (a)   That it would be inconsistent with a provision of the Articles, Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

        (b)   That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 9.    INSURANCE.    The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article.

Section 10.    NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS.    This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be agent of the corporation as defined in Section 1. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than The Virginia Code.

ARTICLE VII.    EMERGENCY PROVISIONS

Section 1.    GENERAL.    The provisions of this Article shall be operative only during a national emergency declared by the President of the United States or the person performing the President's functions, or in the event of a nuclear, atomic, or other attack on the United States or a disaster making it impossible or impracticable for the corporation to conduct its business without recourse to the provisions of this Article. Said provisions in such event shall override all other Bylaws of this corporation in conflict with any provisions of this Article, and shall remain operative so long as it remains impossible or impracticable to continue the business of the corporation otherwise, but thereafter shall be inoperative, provided that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article.

Section 2.    UNAVAILABLE DIRECTORS.    All directors of the corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason or who are unwilling to perform their duties or whose whereabouts are unknown shall automatically cease to be directors, with like effect as if such persons had resigned as directors, so long as such unavailability continues.

Section 3.    AUTHORIZED NUMBER OF DIRECTORS.    The authorized number of directors shall be the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2, or the minimum number required by law, whichever number is greater.

Section 4.    QUORUM.    The number of directors necessary to constitute a quorum shall be one-third of the authorized number of directors as specified in the foregoing Section, or such other minimum number as, pursuant to the law or lawful decree then in force, it is possible for the Bylaws of a corporation to specify.

Section 5.    CREATION OF EMERGENCY COMMITTEE.    In the event the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 is less than the

14

minimum number of authorized directors required by law, then until the appointment of additional directors to make up such required minimum, all the powers and authorities which the Board could by law delegate, including all powers and authorities which the Board could delegate to a committee, shall be automatically vested in an emergency committee, and the emergency committee shall thereafter manage the affairs of the corporation pursuant to such powers and authorities and shall have all such other powers and authorities as may by law or lawful decree be conferred on any person or body of persons during a period of emergency.

Section 6.    CONSTITUTION OF EMERGENCY COMMITTEE.    The emergency committee shall consist of all the directors remaining after eliminating those who have ceased to be directors pursuant to Section 2, provided that such remaining directors are not less than three in number. In the event such remaining directors are less than three in number, the emergency committee shall consist of three persons, who shall be the remaining director or directors and either one or two officers or employees of the corporation, as the remaining director or directors may in writing designate. If there is no remaining director, the emergency committee shall consist of the three most senior officers of the corporation who are available to serve, and if and to the extent that officers are not available, the most senior employees of the corporation. Seniority shall be determined in accordance with any designation of seniority in the minutes of the proceedings of the Board, and in the absence of such designation, shall be determined by rate of remuneration. In the event that there are no remaining directors and no officers or employees of the corporation available, the emergency committee shall consist of three persons designated in writing by the shareholder owning the largest number of shares of record as of the date of the last record date.

Section 7.    POWERS OF EMERGENCY COMMITTEE.    The emergency committee, once appointed, shall govern its own procedures and shall have power to increase the number of members thereof beyond the original number, and in the event of a vacancy or vacancies therein, arising at any time, the remaining member or members of the emergency committee shall have the power to fill such vacancy or vacancies. In the event at any time after its appointment, all members of the emergency committee shall die or resign or become unavailable to act for any reason whatsoever, a new emergency committee shall be appointed in accordance with the foregoing provisions of this Article.

Section 8.    DIRECTORS BECOMING AVAILABLE.    Any person who has ceased to be a director pursuant to the provisions of Section 2 and who thereafter becomes available to serve as a director shall automatically become a member of the emergency committee.

Section 9.    ELECTION OF BOARD OF DIRECTORS.    The emergency committee shall, as soon after its appointment as is practicable, take all requisite action to secure the election of a board of directors, and upon such election all the powers and authorities of the emergency committee shall cease.

Section 10.    TERMINATION OF EMERGENCY COMMITTEE.    In the event, after the appointment of an emergency committee, a sufficient number of persons who ceased to be directors pursuant to Section 2 become available to serve as directors, so that if they had not ceased to be directors as aforesaid, there would be enough directors to constitute the minimum number of directors required by law, than all such persons shall automatically be deemed to be reappointed as directors and the powers and authorities of the emergency committee shall be at an end.

ARTICLE VIII.    AMENDMENTS

        These Bylaws may be amended or repealed either by approval of the outstanding shares or by the approval of the Board; provided, however, that after the issuance of shares, a Bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable Board or vice versa may only be adopted by approval of the outstanding shares.

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CERTIFICATE OF SECRETARY

        I, the undersigned, do hereby certify:

        That I am the duly elected, qualified and acting Secretary of CompuPharm of Virginia, Inc. and that the above and foregoing Bylaws, comprising Twenty Two (22) pages, including this page, constitute the Bylaws of said corporation duly adopted and approved as such by the Action by Incorporator of said corporation and duly ratified and approved by unanimous written consent of the Board of Directors of said corporation.

        IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation on May 23, 1994.

(S E A L)
/s/  EVRETT W. BENTON EVRETT W. BENTON, Secretary

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Exhibit 3.62

BYLAWS OF COMPUPHARM OF VIRGINIA, INC., a Virginia corporation
ARTICLE I. OFFICES
ARTICLE II. SHAREHOLDERS
ARTICLE III. DIRECTORS
ARTICLE IV. OFFICERS
ARTICLE V. OTHER PROVISIONS
ARTICLE VI. INDEMNIFICATION
ARTICLE VII. EMERGENCY PROVISIONS
ARTICLE VIII. AMENDMENTS
CERTIFICATE OF SECRETARY

EX-3.63

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Exhibit 3.63

ARTICLES OF INCORPORATION
OF
NEW GT, INC.

        The undersigned, an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a business corporation (hereinafter called the "Corporation") pursuant to the provisions of the Wisconsin Business Corporation Law.

        FIRST:    The Corporation is incorporated under the Wisconsin Business Corporation Law.

        SECOND:    The corporate name of the Corporation is: NEW GT, INC.

        THIRD:    The number of shares that the Corporation is authorized to issue is One Thousand (1,000), all of which are without par value and are of the same class and are to be Common shares.

        FOURTH:    No holder of any of the share of any class of the Corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the Corporation which the Corporation proposes to issue or any rights or options which the Corporation proposes to grant for the purchase of shares of any class of the Corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the Corporation; and any and all of such shares, bonds, securities, or obligations of the Corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations, and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

        FIFTH:    The street address of the initial registered office of the Corporation in the State of Wisconsin is 1051 E. Ogden Avenue, Milwaukee, Wisconsin 53202.

        The name of the initial registered agent of the Corporation at the said registered office is Joseph Higdon.

        SIXTH:    The name and address of the incorporator are:

Suzanne M. Forman
300 Corporate Pointe, Suite 400
Culver City, California 90230

[STAMP]

        SEVENTH:    The Corporation is authorized to engage in any lawful business as provided in Section 180.0301 of the Wisconsin Business Corporation Law, and to have all of the general powers granted to corporations organized under the Wisconsin Business Corporation Law, whether granted by specific statutory authority or by construction of law.

        EIGHTH:    Except as may otherwise be provided by Section 180.0704 of the Wisconsin Business Corporation Law, and subject to the applicable requirements of that Section, action required or permitted by the Wisconsin Business Corporation Law to be taken at a shareholders' meeting may be taken without a meeting by the shareholders who would be entitled to vote at a meeting those shares with voting power to cast not less than the minimum number or, in the case of voting by voting groups, the minimum numbers of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted.

        NINTH:    The Corporation shall, to the fullest extent permitted by the provisions of the Wisconsin Business Corporation Law, as the same may be amended and supplemented, indemnify any and all

persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent.

        TENTH:    The duration of the Corporation shall be perpetual.

Signed on August 23, 1993.

	/s/  SUZANNE M. FORMAN Suzanne M. Forman, Incorporator
This document was drafted by:
Suzanne M. Forman GranCare, Inc. 300 Corporate Pointe, Suite 400 Culver City, California 90230	STATE OF WISCONSIN FILED AUG 26 1993 DOUGLAS LA FOLLETTE SECRETARY OF STATE

ARTICLES OF AMENDMENT
Stock (for profit)

A.	Name of Corporation:		GCI Innovative Pharmacy, Inc.
			(prior to any change effected by this amendment)
	Text of Amendment(Refer to the existing articles of incorporation and instruction A. Determine those items to be changed and set forth below the number identifying the paragraph being changed and how the amended paragraph is to read.)
	RESOLVED, THAT, the articles of incorporation be amended as follows: "The new name of the Corporation is NeighborCare of Wisconsin, Inc."
B.	Amendment(s) adopted on		November 20, 1998
			(date)
	Indicate the method of adoption by checking the appropriate choice below:
	ý	In accordance with sec. 180.1002, Wis. Stats. (By the Board of Directors)
OR
	o	In accordance with sec. 180.1003, Wis. Stats. (By the Board of Directors and Shareholders
OR
	o	In accordance with sec. 180.1005, Wis. Stats. (By Incorporators or Board of Directors, before issuance of shares)
C.	Executed on behalf of the corporation on			November 20, 1998
				(date)
				/s/  IRA C. GUBERNICK
				(signature)
		[STAMP]		Ira C. Gubernick
				(printed name)
				See 1 in Addendum
				(officer's title)
D.	This document was drafted by		Jennifer M. Duffy
			(name of individual required by law)

FILING FEE—$40.00 OR MORE

SEE REVERSE for Instructions, Suggestions, Filing Fees and Procedures

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Exhibit 3.63

ARTICLES OF INCORPORATION OF NEW GT, INC.
ARTICLES OF AMENDMENT Stock (for profit)

EX-3.64

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Exhibit 3.64

BYLAWS
OF
NEW GT, INC.,
a Wisconsin corporation

ARTICLE I.    OFFICES

Section 1.    PRINCIPAL EXECUTIVE OFFICE.    The principal executive office of the corporation is hereby fixed and located at: 300 Corporate Pointe, Suite 400, Culver City, California 90230. The Board of Directors (herein called the "Board") is hereby granted full power and authority to change said principal executive office from one location to another. Any such change shall be noted on the Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 2.    OTHER OFFICES.    Branch or subordinate offices may at any time be established by the Board at any place or places.

ARTICLE II.    SHAREHOLDERS

Section 1.    PLACE OF MEETINGS.    Meetings of shareholders shall be held either at the principal executive office of the corporation or at any other place within or without the State of Wisconsin which may be designated either by the Board or by the written consent of all persons entitled to vote thereat, given either before or after the meeting and filed with the Secretary.

Section 2.    ANNUAL MEETINGS.    The annual meetings of shareholders shall be held on August 26 at 10:00 a.m., local time or such other date or such other time as may be fixed by the Board; provided however, that should said day fall upon a Saturday, Sunday, or legal holiday observed by the corporation at its principal executive office, then any such annual meeting of shareholders shall be held at the same time and place on the next full business day. At such meetings directors shall be elected and any other proper business may be transacted.

Section 3.    SPECIAL MEETINGS.    Special meetings of the shareholders may be called at any time by the Board, the Chairman of the Board, the President, or by the holders of shares entitled to cast not less than 10 percent of the votes at such meeting. Upon receipt of a request in writing addressed to the Chairman of the Board, the President, any Vice-President or the Secretary by any person (other than the Board) entitled to call a special meeting of shareholders, the such Officer shall forthwith cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 or more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice.

Section 4.    NOTICE OF ANNUAL OR SPECIAL MEETING.    Written notice of each annual or special meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting and (i) in the case of a special meeting the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election.

        Notice of a shareholders' meeting shall be given either personally or by mail or by other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice;

or, if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient.

Section 5.    QUORUM.    A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present, may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 6.    ADJOURNED MEETING AND NOTICE THEREOF.    Any shareholders' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by a proxy thereat, but in the absence of a quorum (except as provided in Section 5 of this Article) no other business may be transacted at such meeting.

        It shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken; provided, however, when any shareholders' meeting is adjourned for more than 45 days or, if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting.

Section 7.    VOTING.    The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of the corporation on the record date determined in accordance with Section 8 of this Article.

        Voting in all cases be subject to the provisions of the Wisconsin Business Corporation Law and to the following provisions:

        (a)   Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder's name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee's name.

        (b)   Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver's name if authority to do so is contained in the order of the court by which such receiver was appointed.

        (c)   Except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

        (d)   Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor's property has been appointed and written notice of such appointment given to the corporation.

        (e)   Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the

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absence of such provision, as the Board of Directors of such other corporation may determine or, in the absence of such determination, by the chairman of the board, president or any vice-president of such other corporation, or by any other person authorized to do so by the board, president or any vice-president of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of a corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

        (f)    Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

        (g)   Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

        (h)   If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

        (i)    If only one votes, such act binds all;

        (ii)   If more than one vote, the act of the majority so voting binds all;

        (iii)  If more than one vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

        If the instrument so filed or the registration of the shares show that any such tenancy is held in unequal interests, a majority or even split for the purpose of this section shall be a majority or even split in interest.

        Subject to the following sentence, every shareholder entitled to vote at any election of directors may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are entitled, or distribute the shareholder's votes on the same principle among as many candidates as the shareholder thinks fits. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates' names have been placed in nomination prior to the voting and the shareholder has given notice, at the meeting prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

        Elections need not be by ballot, provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

        In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

Section 8.    RECORD DATE.    The Board may fix, in advance, a record date for the determination of the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise rights in respect of any other lawful action. The record date so fixed shall be not more than 60 nor less than 10 days prior to the

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date of the meeting nor more than 60 days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise of the rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. The Board shall fix a new record date if the meeting is adjourned for more than 45 days.

        If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining shareholders for any purpose other than set forth in this Section 8 or Section 10 of this Article shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later.

Section 9.    CONSENT OF ABSENTEES.    The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need to be specified in any written waiver of notice, except as provided in the Wisconsin Business Corporation Law.

Section 10.    ACTION WITHOUT MEETING.    Any action which, under any provision of the Wisconsin Business Corporation Law, may be taken at any annual or special meeting of shareholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting purposes be fixed as provided in Section 8 of this Article, the record date for determining shareholders entitled to give consent pursuant to this Section 10, when no prior action by the Board has been taken, shall be the day on which the first written consent is given.

Section 11.    PROXIES.    Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

Section 12.    INSPECTORS OF ELECTION.    In advance of any meeting of shareholders, the Board may appoint any persons other than nominees for office as inspectors of election to act at such meeting and any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any shareholder or shareholder's proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more

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shareholders or proxies, the majority of shares present shall determine whether one or three inspectors are to be appointed.

        The duties of such inspectors shall include: determining the number of shares outstanding and the voting power of each; the shares represented at the meeting; the existence of a quorum; the authenticity, validity, and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents, determining when the polls shall close; determining the result; and doing such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three inspectors of election, the decision, act,or certificate of a majority is effective in all respects as the decision, act, or certificate of all.

ARTICLE III.    DIRECTORS

Section 1.    POWERS.    Subject to limitations of the Articles, or these Bylaws, and of the Wisconsin Business Corporation Law relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

        (a)   To select and remove all the other officers, agents, and employees of the corporation, prescribe the powers and duties for them as may not be inconsistent with law, or with the Articles or these Bylaws, fix their compensation, and require from them security for faithful service.

        (b)   To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations therefor not inconsistent with law, or with the Articles or these Bylaws, as they may deem best.

        (c)   To adopt, make, and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time as in their judgment they may deem best.

        (d)   The authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful.

        (e)   The borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.

Section 2.    NUMBER AND QUALIFICATION OF DIRECTORS.    The authorized number of directors shall not be less than three (3) nor more than five (5) until changed by amendment of the Bylaws duly adopted by the shareholders amending this Section 2.

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Section 3.    ELECTION AND TERM OF OFFICE.    The directors shall be elected at each annual meeting of shareholders but if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. Each director shall hold office until the next annual meeting and until a successor has been elected and qualified.

Section 4.    VACANCIES.    Any director may resign effective upon giving written notice to the Chairman of the Board, the President, Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

        Vacancies in the Board, including those existing as a result of a removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the next annual meeting and until such director's successor has been elected and qualified.

        A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

        The Board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.

        The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.

        No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office.

Section 5.    PLACE OF MEETING.    Regular or special meetings of the Board shall be held at any place within or without the State of Wisconsin which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation.

Section 6.    REGULAR MEETINGS.    Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.

Section 7.    SPECIAL MEETINGS.    Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the President, or any Vice-President or the Secretary or by any two directors.

        Special meetings of the Board shall be held upon four days' written notice or 48 hours' notice given personally or by telephone, telegraph, telex, or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the corporation or as may have been given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.

        Notice by mail shall have been deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common

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carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

Section 8.    QUORUM.    A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 9.    PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.    Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear by one another.

Section 10.    WAIVER OF NOTICE.    The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11.    ADJOURNMENT.    A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 12.    FEES AND COMPENSATION.    Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

Section 13.    ACTION WITHOUT MEETING.    Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

Section 14.    RIGHTS OF INSPECTION.    Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and obtain extracts.

Section 15.    COMMITTEES.    The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

        (a)   The approval of any action for which the Wisconsin Business Corporation Law also requires shareholders' approval or approval of the outstanding shares;

        (b)   The filling of vacancies on the Board or on any committee;

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        (c)   The fixing of compensation of the directors for serving on the Board or on any committee;

        (d)   The amendment or repeal of Bylaws or the adoption of new Bylaws;

        (e)   The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

        (f)    A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board;

        (g)   The appointment of other committees of the Board or the members thereof.

        Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

ARTICLE IV.    OFFICERS

Section 1.    OFFICERS.    The officers of the corporation shall be a president, a secretary, and a treasurer. The corporation may also have, at the discretion of the Board, a chairman of the board, one or more vice-presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article.

Section 2.    ELECTION.    The officers of the corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

Section 3.    SUBORDINATE OFFICERS.    The Board may elect, and may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

Section 4.    REMOVAL AND RESIGNATION.    Any officer may be removed, either with or without cause, by the Board of Directors at any time, or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

        Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.    VACANCIES.    A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

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Section 6.    CHAIRMAN OF THE BOARD.    The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned by the Board.

Section 7.    PRESIDENT.    Subject to such powers, if any, as may be given by the Board to the Chairman of the Board, if there be such an officer, the President is the general manager and chief executive officer of the corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and officers of the corporation. The President shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers as may be prescribed by the Board.

Section 8.    VICE-PRESIDENTS.    In the absence or disability of the President, the Vice-Presidents in order of their rank as fixed by the Board or, if not ranked, the Vice-President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.

Section 9.    SECRETARY.    The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board may order, a book of minutes of all meetings of shareholders, the Board, and its committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the corporation at the principal executive office or business office.

        The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation's transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

        The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board and of any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 10.    TREASURER.    The Treasurer is the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct amounts of the properties and business transactions of the corporation, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

        The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

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ARTICLE V.    OTHER PROVISIONS

Section 1.    INSPECTION OF CORPORATE RECORDS.

        (a)   As shareholder or shareholders holding at least five percent in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following:

        (i)    Inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours upon five business days' prior written demand upon the corporation; or

        (ii)   Obtain from the transfer agent, if any, for the corporation, upon five business days' prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders' names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

        (b)   The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder's interest as a shareholder or holder of a voting trust certificate.

        (c)   The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such shareholder's interests as a shareholder or as a holder of such voting trust certificate.

        (d)   Any inspection and copying under this Article may be made in person or by agent or attorney.

Section 2.    INSPECTION OF BYLAWS.    The corporation shall keep in its principal executive office the original or a copy of these Bylaws as amended to date which shall be open to inspection by shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of Wisconsin and the corporation has no principal business office in such state, it shall upon the written notice of any shareholder furnish to such shareholder a copy of these Bylaws as amended to date.

Section 3.    ENDORSEMENT OF DOCUMENTS; CONTRACTS.    Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance, or other instrument in writing and any assignment or endorsements thereof executed or entered into between this corporation and any other person, when signed by the Chairman of the Board, the President or any Vice-President, and the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of this corporation shall be valid and binding on this corporation in the absence of actual knowledge on the part of the other person that the signing officers had not authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board and, unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 4.    CERTIFICATES OF STOCK.    Every holder of shares of the corporation shall be entitled to have a certificate signed in the name of the corporation by the Chairman of the Board, the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an

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Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such an officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

        Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the board may provide; provided, however, that on any certificate issued to represent any partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.

        Except as provided in this Section, no new certificate for shares shall be issued in lieu of an old one unless the latter is surrendered and canceled at the same time. The Board may, however, in case any certificate for shares is alleged to have been lost, stolen, or destroyed, authorize the issuance of a new certificate in lieu thereof, and the corporation may require that the corporation be given a bond or other adequate security sufficient to indemnify it against any claim that may be made against it (including expense or liability) on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate.

Section 5.    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.    The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

Section 6.    STOCK PURCHASE PLANS.    The corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and sale for such consideration as may be fixed of its unissued shares, or of issued shares acquired or to be acquired, to one of more of the employees or directors of the corporation or of a subsidiary or to a trustee on their behalf and for the payment of such shares in installments or at one time, and may provide for aiding any such persons in paying for such shares by compensation for services rendered, promissory notes, or otherwise.

        Any such stock purchase plan or agreement or stock option plan or agreement may include, among other features, the fixing of eligibility for participation therein, the class and price of shares to be issued or sold under the plan or agreement, the number of shares which may be subscribed for, the method of payment therefor, the effect of the termination of employment and option or obligation on the part of the corporation to repurchase the shares upon termination of employment, restrictions upon transfer of the shares, the time limits of and termination of the plan, and any other matters, not in violation of applicable law, as may be included in the plan as approved or authorized by the Board or any committee of the Board.

Section 7.    ANNUAL REPORT TO SHAREHOLDERS.    The annual report to shareholders is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders.

Section 8.    CONSTRUCTION AND DEFINITIONS.    Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the Wisconsin Business Corporation Law shall govern the construction of these Bylaws.

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ARTICLE VI.    INDEMNIFICATION

Section 1.    DEFINITIONS.    For the purposes of this Article, "agent" includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes attorney's fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(c).

Section 2.    INDEMNIFICATIONS IN ACTIONS BY THIRD PARTIES.    The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that person had reasonable cause to believe that the person's conduct was unlawful.

Section 3.    INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.    The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3:

        (a)   In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

        (b)   Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

        (c)   Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4.    INDEMNIFICATION AGAINST EXPENSES.    To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5.    REQUIRED DETERMINATIONS.    Except as provided in Section 4, any indemnification under this Article shall be made by the corporation only if authorized in the specific

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case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 by:

        (a)   A majority vote of a quorum consisting of directors who are not parties to such proceeding;

        (b)   Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

        (c)   The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

Section 6.    ADVANCE OF EXPENSES.    Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 7.    OTHER INDEMNIFICATION.    No provision made by the corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 8.    FORMS OF INDEMNIFICATION NOT PERMITTED.    No indemnification or advance shall be made under this Article, except as provided in Section 4 or Section 5(c) in any circumstance where it appears:

        (a)   That it would be inconsistent with a provision of the Articles, Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

        (b)   That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 9.    INSURANCE.    The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article.

Section 10.    NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS.    This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be agent of the corporation as defined in Section 1. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than the Wisconsin Business Corporation Law.

ARTICLE VII.    EMERGENCY PROVISIONS

Section 1.    GENERAL.    The provisions of this Article shall be operative only during a national emergency declared by the President of the United States or the person performing the President's functions, or in the event of a nuclear, atomic, or other attack on the United States or a disaster

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making it impossible or impracticable for the corporation to conduct its business without recourse to the provisions of this Article. Said provisions in such event shall override all other Bylaws of this corporation in conflict with any provisions of this Article, and shall remain operative so long as it remains impossible or impracticable to continue the business of the corporation otherwise, but thereafter shall be inoperative, provided that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article.

Section 2.    UNAVAILABLE DIRECTORS.    All directors of the corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason or who are unwilling to perform their duties or whose whereabouts are unknown shall automatically cease to be directors, with like effect as if such persons had resigned as directors, so long as such unavailability continues.

Section 3.    AUTHORIZED NUMBER OF DIRECTORS.    The authorized number of directors shall be the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2, or the minimum number required by law, whichever number is greater.

Section 4.    QUORUM.    The number of directors necessary to constitute a quorum shall be one-third of the authorized number of directors as specified in the foregoing Section, or such other minimum number as, pursuant to the law or lawful decree then in force, it is possible for the Bylaws of a corporation to specify.

Section 5.    CREATION OF EMERGENCY COMMITEE.    In the event the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 is less than the minimum number of authorized directors required by law, then until the appointment of additional directors to make up such required minimum, all the powers and authorities which the Board could by law delegate, including all powers and authorities which the Board could delegate to a committee, shall be automatically vested in an emergency committee, and the emergency committee shall thereafter manage the affairs of the corporation pursuant to such powers and authorities and shall have all such other powers and authorities as may by law or lawful decree be conferred on any person or body of persons during a period of emergency.

Section 6.    CONSTITUTION OF EMERGENCY COMMITTEE.    The emergency committee shall consist of all the directors remaining after eliminating those who have ceased to be directors pursuant to Section 2, provided that such remaining directors are not less than three in number. In the event such remaining directors are less than three in number, the emergency committee shall consist of three persons, who shall be the remaining director or directors and either one or two officers or employees of the corporation, as the remaining director or directors may in writing designate. If there is no remaining director, the emergency committee shall consist of the three most senior officers of the corporation who are available to serve, and if and to the extent that officers are not available, the most senior employees of the corporation. Seniority shall be determined in accordance with any designation of seniority in the minutes of the proceedings of the Board, and in the absence of such designation, shall be determined by rate of remuneration. In the event that there are no remaining directors and no officers or employees of the corporation available, the emergency committee shall consist of three persons designated in writing by the shareholder owning the largest number of shares of record as of the date of the last record date.

Section 7.    POWERS OF EMERGENCY COMMITTEE.    The emergency committee, once appointed, shall govern its own procedures and shall have power to increase the number of members thereof beyond the original number, and in the event of a vacancy or vacancies therein, arising at any time, the remaining member or members of the emergency committee shall have the power to fill such vacancy or vacancies. In the event at any time after its appointment, all members of the emergency

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committee shall die or resign or become unavailable to act for any reason whatsoever, a new emergency committee shall be appointed in accordance with the foregoing provisions of this Article.

Section 8.    DIRECTORS BECOMING AVAILABLE.    Any person who has ceased to be a director pursuant to the provisions of Section 2 and who thereafter becomes available to serve as a director shall automatically become a member of the emergency committee.

Section 9.    ELECTION OF BOARD OF DIRECTORS.    The emergency committee shall, as soon after its appointment as is practicable, take all requisite action to secure the election of a board of directors, and upon such election all the powers and authorities of the emergency committee shall cease.

Section 10.    TERMINATION OF EMERGENCY COMMITTEE.    In the event, after the appointment of an emergency committee, a sufficient number of persons who ceased to be directors pursuant to Section 2 become available to serve as directors, so that if they had not ceased to be directors as aforesaid, there would be enough directors to constitute the minimum number of directors required by law, than all such persons shall automatically be deemed to be reappointed as directors and the powers and authorities of the emergency committee shall be at an end.

ARTICLE VIII.    AMENDMENTS

        These Bylaws may be amended or repealed either by approval of the outstanding shares or by the approval of the Board; provided, however, that after the issuance of shares, a Bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable Board or vice versa may only be adopted by approval of the outstanding shares.

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CERTIFICATE OF SECRETARY

        I, the undersigned, do hereby certify:

        That I am the duly elected, qualified and acting Secretary of NEW GT, INC. and that the above and foregoing Bylaws, comprising Twenty Two (22) pages, including this page, constitute the Bylaws of said corporation duly adopted and approved as such by the Action by Incorporator of said corporation and duly ratified and approved by unanimous written consent of the Board of Directors of said corporation.

        IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation on August 26, 1993.

(S E A L) /s/  EVRETT W. BENTON EVRETT W. BENTON, Secretary

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Exhibit 3.64

BYLAWS OF NEW GT, INC., a Wisconsin corporation
ARTICLE I. OFFICES
ARTICLE II. SHAREHOLDERS
ARTICLE III. DIRECTORS
ARTICLE IV. OFFICERS
ARTICLE V. OTHER PROVISIONS
ARTICLE VI. INDEMNIFICATION
ARTICLE VII. EMERGENCY PROVISIONS
ARTICLE VIII. AMENDMENTS
CERTIFICATE OF SECRETARY

EX-3.65

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Exhibit 3.65

[STAMP]

ARTICLES OF INCORPORATION

OF

THE PHARMACY GROUP, LTD.

THIS IS TO CERTIFY THAT:

FIRST:    The undersigned, Louis Jay Ulman, whose address is 100 South Charles Street, Baltimore, Maryland 21201, being at least eighteen (18) years of age, does hereby form a corporation under the general laws of the State of Maryland.

SECOND:    The name of the corporation (which is hereinafter called the "Corporation") is:

THE PHARMACY GROUP, LTD.

THIRD:    The purpose for which the Corporation is formed is to carry on any lawful business.

FOURTH:    The address of the principal office of the Corporation in this State is 2800 Kirk Avenue, Baltimore, Maryland 21218.

FIFTH:    The Resident Agent of the Corporation is Renee Ades, whose address is 2800 Kirk Avenue, Baltimore, Maryland 21218. The Resident Agent is a citizen of and resides in the State of Maryland.

SIXTH:    The total number of shares of stock which the Corporation has authority to issue is five thousand (5,000) shares, no par value per share, all of one class.

SEVENTH:    The Corporation shall have a Board of four (4) directors unless the number is changed in accordance with the Bylaws. The number of Directors may be increased or decreased in accordance with the Bylaws of the Corporation but shall never be less than the minimum number required by the Maryland General Corporation Law. The initial Directors are:

Michael G. Bronfein
Stanton G. Ades
Jessica Bronfein
Renee Ades

EIGHTH:    (a) The Corporation reserves the right from time to time to make any amendment of the Charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in the Charter, of any outstanding stock.

        (b)   The Board of Directors of the Corporation may authorize the issuance or sale from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class or classes, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable, subject to such restrictions or limitations, if any, as may be set forth in the Bylaws of the Corporation.

        (c)   The Board of Directors of the Corporation may, by articles supplementary to the Charter, classify or reclassify any unissued stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the stock.

NINTH:    No holder of stock of any class shall have any preemptive right to subscribe to or purchase any additional shares of any class, or any bonds or convertible securities of any nature; provided, however, that the Board of Directors may, in authorizing the issuance of stock of any class,

confer any preemptive right that the Board of Directors may deem advisable in connection with such issuance.

TENTH:    The Corporation shall indemnify any person against reasonable expenses to the extent that he has been successful, on the merits or otherwise, in defense of any action, suit or proceeding to which he was made a party by reason of his serving or having served either the Corporation or any other entity at the request of the Corporation, in any capacity, while an officer or Director of the Corporation. Except as the Bylaws may otherwise provide, no other indemnification shall be provided for any officer or Director or for any employee or agent of the Corporation or of any predecessor of the Corporation or any other entity.

        IN WITNESS WHEREOF, I have signed these Articles of Incorporation, and I acknowledge the same to be my act on this 1^st day of July, 1986.

/s/ Louis Jay Ulman Louis Jay Ulman

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THE PHARMACY GROUP, LTD.

ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

FIRST:    The charter of The Pharmacy Group, Ltd., a Maryland corporation (the "Corporation"), is hereby amended by deleting existing Article SECOND in its entirety and adding a new article to read as follows:

"SECOND:    The name of the Corporation (which is hereafter called the "Corporation") is:
                                NeighborCare Pharmacies, Inc."

SECOND:    The amendment to the charter of the Corporation as hereinabove set forth has been duly advised by the Board of Directors and approved by the Stockholders of the Corporation as required by law.

THIRD:    The undersigned President acknowledges these Articles of Amendment to be the corporate act of said Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

        IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its President and attested to by its Secretary on this 6 day of July, 1989.

ATTEST:	THE PHARMACY GROUP, LTD.
/s/  JESSICA BRONFEIN	By:	/s/  MICHAEL G. BRONFEIN
Jessica Bronfein         Secretary		Michael G. Bronfein         President

[STAMP]

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Exhibit 3.65

ARTICLES OF INCORPORATION OF THE PHARMACY GROUP, LTD.
THE PHARMACY GROUP, LTD. ARTICLES OF AMENDMENT

EX-3.67

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Exhibit 3.67

[STAMP]

FILING FEE: $100.00

FILE IN DUPLICATE

PRINT CLEARLY

ARTICLES OF ORGANIZATION
OF AN
OKLAHOMA LIMITED LIABILITY COMPANY

TO:

OKLAHOMA SECRETARY OF STATE
2300 N Lincoln Blvd., Room 101, State Capitol Building
Oklahoma City, Oklahoma 73105-4897
(405) 522-4560

        The undersigned, for the purpose of forming an Oklahoma limited liability company pursuant to the provisions of 18 O.S., Section 2004, does hereby execute the following articles:

1.	The name of the limited liability company (Note: The name must contain either the words limited liability company or limited company or the abbreviations LLC, LC, L.L.C. or L.C. The world limited may be abbreviated as Ltd. and the word Company may be abbreviated as Co.):
		Neighborcare Pharmacy of Oklahoma, LLC
2.	The street address of its principal place of business, wherever located:
		4141 Highline Boulevard, Suite 100, Oklahoma City, OK 73108
	Street address		City	State	Zip Code
3.	The name and street address of the resident agent in the state of Oklahoma:
	Rudy Rutter, 4141 Highline Boulevard, Suite 100, Oklahoma City, OK 73108
	Name	Street Address (P.O. Boxes are not acceptable.)	City	State	Zip Code
4.	The term of existence:	perpetual

Articles of organization must be signed by at least one person who need not be a member of the limited liability company

Dated: April 25th, 2000

Signature:	/s/ Daniel N. Moskowitz
Type or Print Name:	Daniel N. Moskowitz
Address:	7 E. Lee Street, Baltimore, MD 21202

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Exhibit 3.67

ARTICLES OF ORGANIZATION OF AN OKLAHOMA LIMITED LIABILITY COMPANY

EX-3.68

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Exhibit 3.68

CERTIFICATE OF INCORPORATION

OF

V ACQUISITION CORPORATION

        The undersigned, in order to form a corporation under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

        FIRST:    The name of the corporation is: V Acquisition Corporation.

        SECOND:    The address of the corporation's registered office in the State of Delaware is: 15 East North Street, Dover, Delaware 19901, and the name of its registered agent at such address is: Incorporating Services, Ltd. in the County of Kent.

        THIRD:    The nature of the business or purposes to be conducted or promoted are: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

        FOURTH:    The total number of shares of stock which the corporation shall have authority to issue is 5,000 shares of common stock, no par value.

        FIFTH:    The name and mailing address of the incorporator is as follows:

Vincent S. Capone, Esquire
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103-6998

        SIXTH:    In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized and empowered to make, alter or repeal the bylaws of the corporation, subject to the power of the stockholders of the corporation to alter or repeal any bylaw made by the board of directors.

        SEVENTH:    The corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

        EIGHTH:    The election of directors need not be by written ballot, unless the bylaws of the corporation shall so provide.

        NINTH:    To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this Article shall not eliminate or limit the liability of a director for (i) any breach or the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

        The undersigned, being the incorporator named above, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate and does hereby declare and certify that it is his act and deed and the facts stated herein are true, and accordingly does hereunto act his hand this 20th day of April, 1998.

By: VINCENT S. CAPONE Vincent S. Capone, Incorporator

CERTIFICATE OF MERGER

OF

VITALINK PHARMACY SERVICES, INC.

INTO

V ACQUISITION CORPORATION

        The undersigned corporation DOES HEREBY CERTIFY:

        FIRST:    That the names and states of incorporation of each of the constituent corporations of the merger as follows:

NAME OF CORPORATION	STATE OF INCORPORATION
Vitalink Pharmacy Services, Inc.	Delaware
V Acquisition Corporation	Delaware

        SECOND:    That an Agreement and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the Delaware General Corporation Law.

        THIRD:    That the name of the surviving corporation of the merger is V Acquisition Corporation, a Delaware corporation, which corporation is changing its name pursuant to Article Fourth hereof (hereinafter sometimes referred to as the "Surviving Corporation").

        FOURTH:    That the Certificate of Incorporation of V Acquisition Corporation, a Delaware corporation, which is surviving the merger, shall be the Certificate of Incorporation of the Surviving Corporation, except that Article First of such Certificate of Incorporation is hereby amended to change the name of the Surviving Corporation to "Vitalink Pharmacy Services, Inc."

        FIFTH:    That the executed Agreement and Plan of Merger is on file at an office of the Surviving Corporation, the address of which is 101 East State Street, Kennett Square, Pennsylvania 19348.

        SIXTH:    That a copy of the Agreement and Plan of Merger shall be furnished on request and without cost, to any stockholder of any constituent corporation.

        SEVENTH:    That this Certificate of Merger shall be effective as of the date of its filing.

        IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of Merger to be signed by a duly authorized officer as of the 28th day August, 1998.

		SURVIVING CORPORATION:
		V ACQUISITION CORPORATION (TO BE KNOWN AS VITALINK PHARMACY SERVICES, INC.)
Attest:	IRA C. GUBERNICK Ira C. Gubernick, Secretary	By:	GEORGE V. HAGER, JR. George V. Hager, Jr., Senior Vice President

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

*****

        Vitalink Pharmacy Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

        The present registered agent of the corporation is Incorporating Services, Ltd. and the present registered office of the corporation is in the county of Kent.

        The Board of Directors of Vitalink Pharmacy Services, Inc. adopted the following resolution on the 28^th day of September, 1998.

        Resolved, that the registered office of Vitalink Pharmacy Services, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

        IN WITNESS WHEREOF, Vitalink Pharmacy Services, Inc. has caused this statement to be signed by Ira C. Gubernick, its Secretary, this 28^th day of September, 1998.

IRA C. GUBERNICK Ira C. Gubernick, Secretary

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

VITALINK PHARMACY SERVICES, INC.

        Vitalink Pharmacy Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

        DOES HEREBY CERTIFY:

        FIRST:    That the Board of Directors of said corporation, adopted a resolution proposing and declaring advisable the following amendment to the Restated Certificate of Incorporation of said corporation:

RESOLVED, that the Restated Certificate of Incorporation of Vitalink Pharmacy Services, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

The name of the corporation is NeighborCare Pharmacy Services, Inc. (the "Corporation").

        SECOND:    That in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

        THIRD:    That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

        IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by Ira C. Gubernick, its Vice President, Office of the Chairman and Corporate Secretary, this 20th day of November, 1998.

Vitalink Pharmacy Services, Inc.
By:	IRA C. GUBERNICK Vice President, Office of the Chairman and Corporate Secretary

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Exhibit 3.68

CERTIFICATE OF INCORPORATION OF V ACQUISITION CORPORATION
CERTIFICATE OF MERGER OF VITALINK PHARMACY SERVICES, INC. INTO V ACQUISITION CORPORATION
CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF VITALINK PHARMACY SERVICES, INC.

EX-3.70

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Exhibit 3.70

CERTIFICATE OF INCORPORATION

OF

GENESIS HEALTH SERVICES CORPORATION

        1.     The name of the Corporation is:

GENESIS HEALTH SERVICES CORPORATION

        2.     The address of its registered office in the State of Delaware is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle 19801, and its registered agent at such address is THE CORPORATION TRUST COMPANY.

        3.     The nature of the Corporation's business or purposes to be conducted or promoted shall be confined to the maintenance and management of the Corporation's intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside of the State of Delaware, and ancillary activities incident thereto; provided, however, that the Corporation shall not engage in any activity contrary to Section 1902(b)(8) of Title 30 of the Delaware Code, as the same exists or may hereafter be amended from time to time.

        4.     The total number of shares of capital stock which the Corporation shall have authority to issue is 3,000 shares of common stock, par value $.01 per share, amounting in aggregate to $30.

        5.     The name and address of the incorporator is:

V. A. Brookens
1209 Orange Street
Wilmington, DE 19801

        6.     The Corporation is to have perpetual existence.

        7.     In furtherance and not in limitation of the powers conferred by statute:

(a)

The board of directors is expressly authorized to make, alter or repeal the bylaws of the Corporation.



(b)

Elections of the Corporation's directors need not be by written ballot, unless the bylaws of the Corporation shall so provide.



(c)

Annual meetings of the board of directors and the stockholders of the Corporation shall be held within the State of Delaware.



(d)

The books and records of the Corporation may be kept (subject to any provisions set forth by statute) inside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation.

        8.     To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for breach of fiduciary duty as a director.

        9.     The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

        I, THE UNDERSIGNED, being the Incorporator hereinabove named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do hereby make this Certificate of Incorporation of GENESIS HEALTH SERVICES CORPORATION, declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 2nd day of October, 1989.

/s/  V. A. BROOKENS V. A. Brookens

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State of Delaware
Secretary of State
Division of Corporations
Delivered 12:01 PM 12/03/2003
FILED 10:27 AM 12/03/2003
SRV 030772473—2209414 FILE

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GENESIS HEALTH SERVICES CORPORATION
*****

        Genesis Health Services Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

        DOES HEREBY CERTIFY:

        FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Genesis Health Services Corporation be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

"The name of the company shall be NeighborCare Services Corporation."

        SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

        THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

        FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on December 3, 2003.

        IN WITNESS WHEREOF, said company has caused this certificate to be signed by Michael S. Sherman, VP & Asst. Corporate Secretary, this first day of December, 2003.

Genesis Holdings, Inc.
By:	/s/  MICHAEL S. SHERMAN Michael S. Sherman VP & Asst. Corp. Secretary

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Exhibit 3.70

CERTIFICATE OF INCORPORATION OF GENESIS HEALTH SERVICES CORPORATION
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF GENESIS HEALTH SERVICES CORPORATION

EX-3.73

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Exhibit 3.73

[STAMP]

ARTICLES OF INCORPORATION
OF
MEDISCO PHARMACIES, INC.

I

        The name of the corporation is MEDISCO PHARMACIES, INC.

II

        The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California, other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

        The name and address in the State of California of the Corporation's initial agent for service of process is:

G. Emmett Raitt, Jr.
1600 Dove Street, Suite 418
Newport Beach, CA 92660-2407

IV

        The corporation is authorized to issue only one class of shares of stock. The total number of shares which this corporation is authorized to issue is 5,000,000.

V

        The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

        IN WITNESS WHEREOF, the undersigned, who is the sole incorporator of this corporation, has executed these Articles of Incorporation on July 1, 1988.

/s/  G. EMMETT RAITT, JR. G. EMMETT RAITT, JR.

        I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/  G. EMMETT RAITT, JR. G. EMMETT RAITT, JR.

[STAMP]

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION

        The undersigned certify that:

1.

They are the Vice President and the Corporate Secretary, respectively, of Medisco Pharmacies, Inc., a California corporation.



2.

Article One of the Articles of Incorporation of this corporation is amended as follows:

"The name of the Corporation is NeighborCare—Medisco, Inc."

3.

The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.



4.

The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the Corporation is 418,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage of vote required was more than 50%.

        We further declare under penalty of perjury under the laws of the State off California that the matters set forth in this certificate are true and correct to our own knowledge.

Date:	November 24, 1998	/s/  JAMES V. MCKEON James V. McKeon, Vice President, Corporate Controller and Assistant Corporate Secretary
		/s/  IRA C. GUBERNICK Ira C. Gubernick, Vice President, Office of the Chairman and Corporate Secretary

        [SEAL]

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Exhibit 3.73

ARTICLES OF INCORPORATION OF MEDISCO PHARMACIES, INC.
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

EX-3.74

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Exhibit 3.74

BYLAWS

OF

MEDISCO PHARMACIES, INC.

1.     OFFICES.

1.1.    PRINCIPAL OFFICES.    The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside this State, and the corporation has one or more business offices in this State, the Board of Directors shall fix and designate a principal business office in the State of California.

1.2.    OTHER OFFICES.    The Board of Directors may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to do business.

2.     MEETING OF SHAREHOLDERS.

2.1.    PLACE OF MEETINGS.    Meetings of shareholders shall be held at any place within or outside the State of California which may be designated by the Board of Directors. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the corporation.

2.2.    ANNUAL MEETINGS.    The annual meeting of shareholders shall be held each year on a date and at a time designated by the Board of Directors. The date so designated shall be within five (5) months after the end of the fiscal year of the corporation, and within fifteen (15) months after the last annual meeting. At each annual meeting directors shall be elected, and any other proper business may be transacted.

2.3.    SPECIAL MEETINGS.

        (a)   A special meeting of the shareholders may be called at any time by the Board of Directors, by the Chairman of the Board, by the President, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at the meeting.

        (b)   If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, any Vice President or Secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these Bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this Section 2.3(b) of these Bylaws shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

2.4.    NOTICE OF SHAREHOLDERS' MEETINGS.

        (a)   Written notice of each annual or special meeting of shareholders shall be sent or otherwise given in accordance with Section 2.5(a) of these Bylaws to each shareholder entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice

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shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intend to present for action by the shareholders, provided, however, that subject to the provisions of Subsection 601(f) of the California Corporations Code, any proper matter may be presented at the annual meeting for such action. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, the Board of Directors intends to present for election.

        (b)   The notice given pursuant to Section 2.4(a) of these Bylaws shall also state the general nature of any proposed action to be taken at any meeting for approval of:

        (i)    a contract or transaction in which a director has a material financial interest, pursuant to Section 310 of the California Corporations Code;

        (ii)   an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code;

        (iii)  a reorganization of the corporation, pursuant to Section 1201 of that Code;

        (iv)  a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code; or

        (v)   a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code.

2.5.    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

        (a)   Notice of any meeting of shareholders shall be given either personally, by first-class mail, or by telegraphic or other means of written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if either (i) sent by first class mail to that shareholder at the corporation's principal executive office, or (ii) published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time it is personally delivered to the recipient or is deposited in the mail or is delivered to a common carrier for transmission to the recipient, or actually transmitted to the recipient by the person giving the notice by electronic means.

        (b)   If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, any future notice shall be deemed to have been duly given without further mailing if it shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice to all other shareholders.

        (c)   An affidavit of the mailing or other means of giving any notice of any meeting of shareholders shall be executed by the Secretary, Assistant Secretary, or any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.

2.6.    QUORUM.    The presence in person or by proxy of holders of a majority of the shares entitled to vote shall constitute a quorum at any meeting of the shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

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2.7.    ADJOURNED MEETING; NOTICE.

        (a)   Any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.6 of these Bylaws.

        (b)   When any annual or special meeting of shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which such adjournment is taken; provided, however, that when any meeting of shareholders is adjourned for more than forty-five (45) days or, if after adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 2.4(a) and 2.5(a) of these Bylaws. The shareholders may transact any business which might have been transacted at the original meeting at any adjourned meeting.

2.8.    VOTING.

        (a)   The shareholders entitled to notice of any meeting and to vote at any such meeting shall be determined in accordance with the provisions of Section 2.11 of these Bylaws, subject to the provisions of Sections 702 through 704, inclusive, of the California Corporations Code (relating to voting shares held by a fiduciary, in the name of the corporation, or in joint ownership). The shareholders' vote may be by voice vote or by ballot; provided, however, that all elections for directors must be by ballot upon demand by a shareholder at the meeting and before the voting begins. On any matter other than the election of directors, any shareholder may vote part of the shareholder's shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares that the shareholder is entitled to vote. Except as provided in Section 2.6 of these Bylaws, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the California Corporations Code or by the Articles of Incorporation.

        (b)   At a shareholders's meeting at which the directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholders' shares) unless the candidates' names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder's intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder's shares are entitled, or distribute the shareholder's votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected. Votes against a candidate and votes withheld shall have no legal effect.

2.9.    WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.

        (a)   The actions taken at any meeting of shareholders, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. The waiver of notice, the consent to the holding of the meeting or the approval of the minutes need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 2.4(b) of these Bylaws or

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Section 601(f) of the California Corporations Code, the waiver of notice or the consent to the holding of the meeting or the approval of the minutes thereof shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

        (b)   Attendance by a person at a meeting shall also constitute a waiver of notice of and presence at that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by the California Corporations Code to be included in the notice but not so included, if that objection is expressly made at the meeting.

2.10.    SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

        (a)   Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present or voted. In the case of the election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holder or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders may revoke the consent by a writing received by the Secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

        (b)   If the consents of all shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 2.5 of these Bylaws. In the case of approval of (i) contracts or transactions in which a director has a material financial interest, pursuant to Section 310 of the California Corporations Code, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

2.11.    RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS.

        (a)   For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record dated, except as otherwise provided in the California Corporations Code.

        (b)   If the Board of Directors does not so fix a record date:

        (i)    The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the end of business on the business day next preceding the day on which notice is given; or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

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        (ii)   The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting when no prior action by the Board of Directors has been taken shall be the day on which the first written consent is given.

        (iii)  The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting when prior action of the Board has been taken shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to that prior action, or the sixtieth (60th) day before the date such written consent to corporate action without a meeting is requested, whichever is later.

2.12.    PROXIES.    Every person entitled to vote shares has the right to do so either in person or by one or more agents authorized by a written proxy signed by the person entitled to vote shares and filed with the Secretary of the corporation. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder's attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by the person executing the prior proxy and presented at the meeting, or, as to any meeting, by attendance at such meeting and voting in person by the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the California Corporations Code.

2.13.    INSPECTORS OF ELECTION.

        (a)   Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or any adjournment thereof. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.

        (b)   The duties of the inspectors shall be as prescribed by Section 707(b) of the California Corporations Code and shall include:

        (i)    determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;

        (ii)   receiving votes, ballots, or consents; hearing and determination of all challenges and questions in any way arising in connection with the right to vote;

        (iii)  counting and tabulating all votes or consents;

        (iv)  determining when the polls shall close;

        (v)   determining the result; and

        (vi)  doing any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

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If there are three (3) inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act or certificate of all.

3.     DIRECTORS.

3.1.    POWERS.

        (a)   Subject to the provisions of the California Corporations Code and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the director of the Board of Directors.

        (b)   Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board of Directors shall have the power and authority to:

        (i)    Select and remove all officers, agents, and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation of the corporation or these Bylaws, fix their compensation, and require from them security for faithful service.

        (ii)   Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or foreign country and conduct business within or outside the State of California; and designate any place within or without the State of California for the holding of any shareholders' meeting or meetings, including annual meetings;

        (iii)  adopt, make and use a corporate seal, and prescribe the forms of certificates of stock, and alter the form of such seal and of such certificates;

        (iv)  Authorize the issuance of shares of stock of the corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or services actually rendered, debts or securities cancelled or tangible or intangible property actually received.

        (v)   Borrow money and incur indebtedness for the purposes of the corporation, and cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt or securities therefor.

3.2.    NUMBER AND QUALIFICATION.    The authorized number of directors shall be 2 until changed by a duly adopted amendment to the Articles of Incorporation of the corporation or by an amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than 16²/3% of the outstanding shares entitled to vote.

3.3.    ELECTION AND TERM OF OFFICE.    directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. If any annual meeting is not held or if directors are not elected at any annual meeting, directors may be elected at any special meeting of shareholders subsequently held for that purpose. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until successor has been elected and qualified.

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3.4.    VACANCIES.    

        (a)   A vacancy in the board of directors shall be deemed to exist:

        (i)    if a Director dies, resigns, or is removed by the shareholders or an appropriate court, as provided in Sections 303 or 304 of the California Corporations Code;

        (ii)   if the Board of Directors declares vacant the office of a Director who has been convicted of a felony or declared of unsound mind by an order of court;

        (iii)  if the authorized number of directors is increased; or

        (iv)  if at any shareholders' meeting at which one or more directors are elected the shareholders fail to elect the full authorized number of directors to be voted for at that meeting.

        (b)   Any director may resign effective on giving written noticed to the chairman of the board, the president, the secretary, or the Board of Directors, unless the notice specifies a later effective date. If the resignation is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

        (c)   Except for a vacancy caused by the removal of a director, vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. A vacancy created by the removal of a director may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that a vacancy created when the Board of Directors declares the office of a director vacant as provided in Section 3.4(a)(ii) of these Bylaws may be filled by the Board of Directors.

        (d)   The shareholders may elect a director at any time to fill a vacancy not filled by the Board of Directors.

        (e)   The term of a Director elected to fill a vacancy shall run until the next annual meeting of shareholders and until a successor has been elected and qualified.

3.5.    PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.    Regular or special meetings of the Board of Directors shall be held at any place within or outside the State of California which has been designated from time to time by resolution of the Board. In the absence of such a designation, regular or special meetings shall be held at the principal executive office of the corporation. Special meetings of the Board of Directors shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another. Participation in such a telephonic meeting constitutes presence in person at such meeting.

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3.6.    REGULAR MEETINGS.    Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Other regular Meetings of the Board of Directors may be held at such times as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

3.7.    SPECIAL MEETINGS.

        (a)   Special meetings of the Board of Directors may be called for any purpose or purposes at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two directors.

        (b)   Notice of the time and place of special meetings shall be delivered personally or by telephone, telegram, telex, or other similar means of communication to each director or sent by mail addressed to each director at that director's address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone, telegram, telex, or other similar means of communication, it shall be given at least forty-eight (48) hours before the time of the holding of the meeting. Notice by mail shall be deemed to have been given at the time written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission to the recipient, or actually transmitted by the person giving notice by electronic means to the recipient. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director whom the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

3.8.    QUORUM.    A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn a meeting of the Board of Directors as provided in Section 3.10 of these Bylaws. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act or decision of the Board of Directors, subject to the provisions of Section 310 of the California Corporations Code (as to approval of contracts or transactions in which a director has a material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to the indemnification of directors). A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

3.9.    WAIVER OF NOTICE.    The actions taken at any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement the lack of notice to that director.

3.10.    ADJOURNMENT.    A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

3.11.    NOTICE OF ADJOURNMENT.    Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the

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manner specified in Section 3.7(b) of these Bylaws, to the directors who are not present at the time of the adjournment.

3.12.    ACTION WITHOUT MEETING.    Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all of the members of the Board of Directors shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as the unanimous vote of such directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.

3.13.    FEES AND COMPENSATION OF DIRECTORS.    directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses as may be fixed or determined by the Board of Directors. This Section 3.13 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation for such other services.

4.     COMMITTEES.

4.1.    COMMITTEES OF DIRECTORS.    The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the Board of Directors, shall have all the authority of the Board of Directors, except with respect to:

        (a)   the approval of any action which, under the California Corporations Code, also requires shareholders' approval or approval of the outstanding shares;

        (b)   the filling of vacancies on the Board of Directors or in any committee;

        (c)   the fixing of compensation of the directors for serving on the Board or on any committee;

        (d)   the amendment or repeal of Bylaws or the adoption of new Bylaws;

        (e)   the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

        (f)    the distribution to the shareholder of the corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

        (g)   the appointment of any other committees of the Board of Directors or the members of these committees.

4.2.    MEETINGS AND ACTION OF COMMITTEES.    Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Sections 3.5 (place of meetings and meetings by telephone), 3.6 (regular meetings), 3.76 (special meetings), 3.8 (quorum), 3.9 (waiver of notice), 3.10 (adjournment), and 3.12 (action without meeting) of these Bylaws, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; special meetings of committees may also be called by resolution of the Board of Directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committees. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

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5.     OFFICERS.

5.1.    OFFICERS.    The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Financial Officers, and such other officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws. Any number of offices may be held by the same person.

5.2.    ELECTION OF OFFICERS.    The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 or 5.5 of these Bylaws shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

5.3.    SUBORDINATE OFFICERS.    The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

5.4.    REMOVAL AND RESIGNATION OF OFFICERS.

        (a)   Subject to the rights, if any, of an officer under any written contract of employment, any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting of the board of directors, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

        (b)   Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.5.    VACANCIES IN OFFICES.    A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

5.6.    CHAIRMAN OF THE BOARD.    The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be assigned to him from time to time by the board of directors or prescribed by the Bylaws. If there is no President, the Chairman of the Board shall, in addition, be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these Bylaws.

5.7.    PRESIDENT.    Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, he shall preside at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

5.8.    VICE PRESIDENTS.    In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be

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prescribed for them respectively by the Board of Directors, the Chairman of the Board, the President or the Bylaws.

5.9.    SECRETARY.

        (a)   The Secretary shall keep or cause to be kept at the principal executive office of the corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors' meetings or committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings of the meetings.

        (b)   The Secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, and the number and date of cancellation of every certificate surrendered for cancellation.

        (c)   The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep the seal of the corporation, if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

5.10.    CHIEF FINANCIAL OFFICER.

        (a)   The Chief Financial Officer of the corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall be open to inspection by any Director at all reasonable times.

        (b)   The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

6.     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS.

        The corporation shall be required to indemnify its directors, officers, employees and agents only to the extent required by the California Corporations Code. The Board of Directors may, in its discretion, provide by resolution that the corporation will indemnify some or all of its directors, officers, employees or other agents against some or all expenses, judgments, fines, settlements and other amounts actually and reasonable incurred in connection with any proceeding arising by reason of the fact any such person is or was a Director, officer, employee or agent of the corporation, and the Board of Directors may, in its discretion, further provide that the corporation will advance to any such Director, officer, employee or agent expenses incurred in defending any such proceeding, but only to the maximum extent permitted by that Code. Likewise, the Board of Directors may in its discretion refuse to provide for such indemnification or advance of expenses except to the extent such indemnification is mandatory under that Code.

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7.     RECORDS AND REPORTS.

7.1.    MAINTENANCE AND INSPECTION OF SHARE REGISTER.

        (a)   The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

        (b)   A shareholder or shareholders of the corporation holding at least 5% in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders, including, but not limited to, names, addresses and shareholdings, during usual business hours on five (5) days prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent's usual charges for such list, a list of the names and addresses of shareholders who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent five working (5) days after the demand is received, or the date specified in the demand as the date as of which the list is to be compiled, whichever is later. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's interest as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 7.1(b) of these Bylaws may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

7.2.    MAINTENANCE AND INSPECTION OF BYLAWS.    The corporation shall keep at its principal executive office or, if its principal executive office is not in the State of California, at its principal business office in the State of California, the original or a copy of these Bylaws as amended to date, which Bylaws shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in the State of California, the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of these Bylaws as amended to date.

7.3.    MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.    The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

7.4.    INSPECTION BY DIRECTORS.    Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. a This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

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7.5.    ANNUAL REPORT TO SHAREHOLDERS.    The annual report to shareholders referred to in Section 1501 of the California Corporations Code is hereby expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

7.6.    FINANCIAL STATEMENTS.

        (a)   A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

        (b)   If no annual report for the last fiscal year has been sent to shareholders, the corporation shall, upon the written request of any shareholder made more than one hundred twenty (120) days after the close of that fiscal year, deliver or mail to that shareholder, within thirty (30) days after the request, a balance sheet as of the end of the fiscal year and an income statement and statement of charges in financial position in that year.

        (c)   If a shareholder or shareholders holding at least 5% of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month or nine-month period of the then-current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, and, in addition, if no annual report for the last fiscal year has been sent to shareholders, a balance sheet as of the end of that fiscal year and an income statement and statement of changes in financial position for that fiscal year, the Chief Financial Officer shall cause such statements to be prepared, if not already prepared, and shall personally deliver or mail such statement or statements to the person making the request within thirty (30) days after the receipt of the request.

        (d)   The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation, or by the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

7.7.    ANNUAL STATEMENT OF GENERAL INFORMATION.    Each year, during the calendar month in which its original articles were filed or in any of the immediately preceding five (5) calendar months, the corporation shall file with the Secretary of State of California, on the prescribed form a statement setting forth the names and complete business or residence addresses of all incumbent directors, the number of vacancies on the Board of Directors, if any, the names and complete business or residence addresses of the Chief Executive Officer, Secretary, and Chief Financial Officer, the street address of its principal executive office or principal business office in the State of California, and the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the California Corporations Code.

8.     GENERAL CORPORATE MATTERS.

8.1.    RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.    For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any

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shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California Corporations Code. If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60) day before the date of that action, whichever is later.

8.2.    CHECKS, DRAFTS AND EVIDENCES OF INDEBTEDNESS.    All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

8.3.    CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.    The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

8.4.    CERTIFICATE FOR SHARES.    A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid on the certificates. All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial Officer or any Assistant Financial Officer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

8.5.    LOST CERTIFICATES.    Except as provided in this Section 8.5 of these Bylaws, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

8.6.    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.    The Chairman of the Board, the President, or any Vice President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

8.7.    REIMBURSEMENT OF CORPORATION IF PAYMENT NOT TAX DEDUCTIBLE.    If all or part of the compensation, including expenses, paid by the corporation to a Director, officer, employee, or agent is finally determined not to be allowable to the corporation as a federal or state

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income tax deduction, the director, officer, employee, or agent to whom the payment was made shall repay to the corporation the amount disallowed. The Board of Directors shall enforce repayment of each such amount disallowed by the taxing authority.

8.8.    CONSTRUCTION AND DEFINITIONS.    Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Corporations Code shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, the masculine gender includes the feminine and neuter, and the term "person" includes both a corporation and a natural person.

9.     AMENDMENTS.

9.1.    AMENDMENTS BY SHAREHOLDERS.    New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the Articles of Incorporation.

9.2.    AMENDMENT BY DIRECTORS.    Subject to the rights of the shareholders as provided in Section 9.1 of these Bylaws, Bylaws, other than a Bylaw or an amendment of a Bylaw changing the authorized number of directors, may be adopted, amended, or repealed by the Board of Directors.

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Exhibit 3.74

BYLAWS OF MEDISCO PHARMACIES, INC.

EX-3.75

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Exhibit 3.75

ARTICLES OF INCORPORATION
OF
WHITE, MACK AND WART, INC. [STAMP]

        We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators under the Oregon Business Corporation Act, adopt the following Articles of Incorporation:

ARTICLE I

        The name of this corporation is WHITE, MACK AND WART, INC., and this corporation is to endure perpetually.

ARTICLE II

        The enterprise, business, pursuit or occupation in which the corporation proposes to engage is as follows:

        To engage in the business of establishing, maintaining and operating a pharmacy, including, without being limited to, the buying, selling, leasing, renting, maintaining, using, operating, installing, and/or distributing all materials, equipment and personal property appurtenant or incident to and useful in said pharmacy business, together with the rights incident thereto of establishing and maintaining such equipment upon public or private property.

        To purchase, own, hold, convey and otherwise use and enjoy real and personal property of all kinds for the operation of said business, and in connection therewith, to acquire, construct, maintain, and operate buildings and equipment deemed necessary or convenient in connection therewith.

        To engage in any commercial, industrial and any other enterprise calculated or designed to be profitable to this corporation and in conformity with the laws of the State of Oregon.

        To engage in the manufacture, sale, purchase, importing and exporting of merchandise and personal property of all manner and description, to act as agents for the purchase, sale, and handling of goods, wares, and merchandise of any and all types and descriptions for the account of the corporation or as a factor, agent, procurer or otherwise for or on behalf of another.

        To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either alone or in association with other corporations, firms, or individuals, and to do every other act or acts, thing or things, incidental or appurtenant or growing out of or connected with the aforesaid objects or purposes or any part or parts thereof, provided the same be not inconsistent with the laws under which this corporation is organized.

ARTICLE III

        The aggregate number of shares which this corporation shall have authority to issue is 1,000, having no par value.

ARTICLE IV

        This corporation will not commence business until $1,000.00 has been received by it as consideration for the issuance of its shares.

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ARTICLE V

        The address of the initial registered office of the corporation is 3955 S.E. 182nd Avenue, Gresham, Oregon 97030. The name of its initial registered agent is John L. Mack.

ARTICLE VI

        The number of directors constituting the initial board of directors of the corporation is three, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify, are:

John L. Mack	320 S.E. 34th Court Troutdale, Oregon 97060
Gary Wart	2246 S.W. 18th Court Gresham, Oregon 97030
Robert White	530 S.W. 4th Gresham, Oregon 97030

ARTICLE VII

        The name and address of each incorporator is:

Lloyd R. Summers Suite 302, 1217 N.E. Burnside
Gresham, Oregon 97030

Dated this            day of April, 1984.

/s/ Lloyd R. Summers

STATE OF OREGON	)
	)	ss.
County of Multnomah	)

        I, Cheryl A. Banry, a Notary Public for Oregon, do hereby certify that on the                        day of April, 1984, personally appeared before me Lloyd R. Summers, who being first duly sworn, declared that he the individual who signed the foregoing document as incorporator and the same is true as he verily believes.

/s/ Cheryl A. Banry Notary Public for Oregon
My Commission Expires: 3/4/87

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Submit the Original And One True Copy No Fee Required	SECRETARY OF STATE CORPORATION DIVISION 158 12th Street NE Salem, OR 97310	THIS SPACE FOR OFFICE USE ONLY
		[STAMP]
Registry Number: 176248-18 (If known)	ARTICLES OF AMENDMENT By Directors or Shareholders

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

1.

Name of the corporation prior to amendment:

White, Mack and Wart, Inc.

2.

State the article number(s) and set forth the article(s) as it is amended to read.
(Attach additional sheets, if necessary.)
New Articles VIII, IX and X shall be added as set forth on Exhibit A attached hereto and incorporated herein.

3.

The amendment was adopted on November 1, 1998. (If more than one amendment was adopted, identify the date of adoption of each amendment.)

4.

Shareholder action was required to adopt the amendment(s). The shareholder vote was as follows:

Class or Series of Shares	Number of Shares Outstanding	Number of Votes Entitled to be Cast	Number of Votes Cast For	Number of Votes Cast Against
common	200	200	200	-0-

5.

o Shareholder action was not required to adopt the amendment(s). The amendment was adopted by the board of directors without shareholder action.

6.

Other provisions, if applicable (Attach additional sheets, if necessary).

Execution:	/s/ John L. Mack	John L. Mack	President
	Signature	Printed Name	Title
Person to contact about this filing:		Vicki A. Ballou	(503) 221-1440
		Name	Daytime Phone Number

Submit the original and a true copy to the Corporation Division, 158 12th Street NE, Salem, Oregon 97310. There is no fee required. If you have questions, please call (503) 378-4166.

BC-3 (5/88)
Office Use Only

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ARTICLE VIII

        The Corporation may indemnify to the fullest extent permitted by law any person who is made or threatened to be made a party to, witness in, or otherwise involved in, any action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation or any of its subsidiaries, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation or any of its subsidiaries, or serves or served at the request of the Corporation as a director, officer, employee or agent or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, or other enterprise. Any indemnification provided pursuant to this Article VIII shall not be exclusive of any rights to which the person indemnified may otherwise be entitled under any provision of articles of incorporation, bylaw, agreement, statute, policy of insurance, vote of shareholders or board of directors, or otherwise.

ARTICLE IX

        To the fullest extent permitted by law, no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director. Without limiting the generality of the foregoing, if the Oregon Revised Statutes are amended after this Article IX becomes effective, to authorize corporate action further eliminating or limiting the personal liability of directors of the Corporation, then the liability of directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the Oregon Revised Statutes, as so amended. No amendment or repeal of this Article IX, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article IX, nor a change in the law, shall adversely affect any right or protection that is based upon this Article IX and pertains to conduct that occurred prior to the time of such amendment, repeal, adoption or change. No change in the law shall reduce or eliminate the rights and protections set forth in this Article IX unless the change in the law specifically requires such reduction or elimination.

ARTICLE X

        No shareholder of the Corporation shall have any preemptive or other first right to acquire any treasury shares or any additional issue of shares of stock or other securities of the Corporation, either presently authorized or to be authorized.

EXHIBIT A

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Exhibit 3.75

ARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE VI
ARTICLE VII
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK
ARTICLE VIII
ARTICLE IX
ARTICLE X
EXHIBIT A

EX-3.76

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Exhibit 3.76

NeighborCare—ORCA, Inc. f/k/a

WHITE, MACK AND WART, INC.

BYLAWS

ARTICLE I
SHAREHOLDERS: MEETINGS AND VOTING

Section 1.    PLACE OF MEETINGS

        Meetings of the shareholders of WHITE, MACK AND WART, INC. (the Corporation) shall be held at the principal office of the Corporation, or any other place, either within or without the state of Oregon, selected by the Board of Directors.

Section 2.    ANNUAL MEETINGS

        (a)   The annual meeting of the shareholders shall be held on the third Monday in January of each year, if not a legal holiday, and if a legal holiday then on the next succeeding business day, at such time as may be prescribed by the Board of Directors and specified in the notice of the meeting. The Board of Directors shall have the discretion to designate a different annual meeting date for any year provided that the date so designated is within 60 days of the date specified in the preceding sentence. At the annual meeting, the shareholders shall elect by vote a Board of Directors, consider reports of the affairs of the Corporation and transact such other business as may properly be brought before the meeting.

        (b)   If the annual meeting is not held within the earlier of six months after the end of the Corporation's fiscal year or 15 months after its last annual meeting, the circuit court of the county where the Corporation's principal office is located, or, if the principal office is not in Oregon, where the registered office of the Corporation is or was last located, may summarily order a meeting to be held upon the application of any shareholder of the Corporation entitled to participate in an annual meeting.

Section 3.    SPECIAL MEETINGS

        (a)   The Corporation shall hold a special meeting of shareholders upon the call of the President or the Board of Directors, or if the holders of at least 10 percent of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the Secretary of the Corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

        (b)   The circuit court of the county where the Corporation's principal office is located, or, if the principal office is not in Oregon, where the registered office of the Corporation is or was last located, may summarily order a special meeting to be held upon the application of a shareholder of the Corporation who signed a valid demand for a special meeting if notice of the special meeting was not given within 30 days after the date the demand was delivered to the Corporation's Secretary or if the special meeting was not held in accordance with the notice.

Section 4.    NOTICE OF MEETINGS

        (a)   The Corporation shall notify shareholders in writing of the date, time and place of each annual and special shareholders meeting not earlier than 60 days nor less than ten days before the meeting date. Except as otherwise required by applicable law or the Articles of Incorporation, the Corporation is required to give notice only to shareholders entitled to vote at the meeting. Such notice is effective when mailed if it is mailed postage prepaid and is correctly addressed to the shareholder's address shown in the Corporation's current record of shareholders. Except as otherwise required by

applicable law or by the Articles of Incorporation, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.

        (b)   If an annual or special shareholders meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is fixed, or is required by law to be fixed, notice of the adjourned meeting shall be given to persons who are shareholders as of the new record date. A determination of shareholders entitled to notice of or to vote at a shareholders meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

        (c)   A shareholder's attendance at a meeting waives objection to (i) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (ii) consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

        (d)   A shareholder may at any time waive any notice required by law, the Articles of Incorporation or these Bylaws. Except as otherwise provided in paragraph (c) of Section 4 of this Article 1, the waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records.

Section 5.    QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS

        (a)   Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless otherwise required by law, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

        (b)   In the absence of a quorum, a majority of those present in person or represented by proxy may adjourn the meeting from time to time until a quorum exists. Any business that might have been transacted at the original meeting may be transacted at the adjourned meeting if a quorum exists.

Section 6.    VOTING RIGHTS

        (a)   The persons entitled to receive notice of and to vote at any shareholders meeting shall be determined from the records of the Corporation on the close of business on the day before the mailing of the notice or on such other date not more than 70 nor less than ten days before such meeting as may be fixed in advance by the Board of Directors.

        (b)   Except as otherwise provided in the Articles of Incorporation or by applicable law and except for the election of directors, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders meeting. Only shares are entitled to vote.

        (c)   Except as otherwise provided in the Articles of Incorporation or by applicable law, if a quorum exists, action on a matter, other than the election of directors, by a voting group shall be approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action.

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        (d)   Except as otherwise provided in the Articles of Incorporation, directors shall be elected by a plurality of the votes cast by holders of the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 7.    VOTING OF SHARES BY CERTAIN HOLDERS

        (a)   If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the Corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the Corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if:

        (i)    The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

        (ii)   The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver or proxy appointment;

        (iii)  The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the vote, consent, waiver or proxy appointment;

        (iv)  The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy appointment; or

        (v)   Two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

        (b)   Shares of the Corporation are not entitled to be voted if (i) they are owned, directly or indirectly, by another domestic or foreign corporation, and (ii) the Corporation owns, directly or indirectly, a majority of the shares entitled to be voted for directors of such other corporation. This paragraph does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

        (c)   Any redeemable shares that the Corporation may issue are not entitled to be voted after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

Section 8.    PROXIES

        A shareholder may vote shares either in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by the shareholder's attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent of the Corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

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Section 9.    SHAREHOLDER LISTS

        (a)   After fixing a record date for a meeting, the Corporation shall prepare an alphabetical list of the names of all of its shareholders who are entitled to notice of the meeting. The list shall be arranged by voting group, and within each voting group, by class or series of shares and show the address of and the number of shares held by each shareholder.

        (b)   The shareholder list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting for which the list was prepared is given and continuing through the meeting. Such list shall be kept on file at the Corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, or the shareholder's agent or attorney, shall be entitled on written demand to inspect and, subject to the requirements of law, to copy the list during regular business hours and at the shareholder's expense during the period it is available for inspection.

        (c)   The Corporation shall make the shareholder list available at the meeting, and any shareholder, or the shareholder's agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment.

        (d)   Refusal or failure to prepare or make available the shareholder list does not affect the validity of action taken at the meeting.

ARTICLE 2
DIRECTORS

Section 1.    POWERS

        The Corporation shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation.

Section 2.    NUMBER AND QUALIFICATIONS

        The Board of Directors shall consist of five members until the number has been changed by the Board of Directors by amendment of the bylaws. Any decrease in the number of directors designated by the Board of Directors shall not shorten an incumbent director's term. Directors need not be residents of the state of Oregon or shareholders of the Corporation, unless required by the Articles of Incorporation.

Section 3.    ELECTION AND TENURE OF OFFICE

        The directors shall be elected at the annual meeting of the shareholders. The terms of all directors expire at the next annual shareholders meeting following their election. The term of a director elected to fill a vacancy expires at the next shareholders meeting at which directors are elected. Despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or until there is a decrease in the number of directors. Subject to paragraph (c) of Section 4 of Article 2, a director's term of office shall begin immediately after election.

Section 4.    VACANCIES

        (a)   A vacancy in the Board of Directors shall exist upon the death, resignation or removal of any director or upon an increase in the number of directors.

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        (b)   Except as otherwise provided by the Articles of Incorporation, if a vacancy occurs on the Board of Directors:

        (i)    The shareholders may fill the vacancy, provided that the Board of Directors has not already done so; or

        (ii)   The Board of Directors may fill the vacancy, provided the shareholders have not already done so. If the directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

        (c)   A vacancy that will occur at a specific later date, by reason of a resignation effective at the later date or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

Section 5.    RESIGNATION OF DIRECTORS

        A director may resign at any time by delivering written notice to the Board of Directors, its chairperson or the Corporation. Unless the notice specifies a later effective date, a resignation is effective at the earliest of the following: (a) when received; (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed; or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board of Directors.

Section 6.    REMOVAL OF DIRECTORS

        The shareholders may remove one or more directors with or without cause unless the Articles of Incorporation provide that the directors may be removed only for cause. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

Section 7.    MEETINGS

        (a)   The Board of Directors may hold regular or special meetings in or out of the state of Oregon.

        (b)   Annual meetings of the Board of Directors shall be held without notice immediately following the adjournment of the annual meetings of the shareholders.

        (c)   Except as otherwise provided by the Articles of Incorporation, regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting. The Board of Directors may fix, by resolution, the time and place for the holding of regular meetings.

        (d)   Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President, by the Secretary or by any Director. The person or persons who call a special meeting of the Board of Directors may fix the time and place of the special meeting.

Section 8.    NOTICE OF SPECIAL MEETINGS

        (a)   Unless the Articles of Incorporation provide for a longer or shorter period, special meetings of the Board of Directors shall be preceded by at least 24 hours' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the Articles of Incorporation. The notice shall be given orally, either in person or by telephone, or shall be delivered in writing, either personally, by mail or by telegram. If in writing, such notice is effective at the earliest of the following: when (i) received; (ii) five days after its deposit in the United States mail, as evidenced by the postmark, if it is mailed postage prepaid and is correctly addressed to the director's address shown in the Corporation's records; or (iii) on the date shown on the return receipt, if sent by

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registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. If given orally, such notice is effective when communicated.

        (b)   A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

        (c)   A director may at any time waive any notice required by law, the Articles of Incorporation or these Bylaws. Except as otherwise provided in paragraph (b) of Section 8 of this Article 2, the waiver shall be in writing, shall be signed by the director entitled to the notice, shall specify the meeting for which notice is waived and shall be filed with the minutes or appropriate records.

        (d)   Notice of the time and place of holding an adjourned meeting need not be given if such time and place are fixed at the meeting adjourned.

Section 9.    QUORUM AND VOTE

        (a)   Except as otherwise required by the Articles of Incorporation, a majority of the directors in office shall constitute a quorum for the transaction of business. A majority of the directors present, in the absence of a quorum, may adjourn from time to time but may not transact any business.

        (b)   If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors unless the Articles of Incorporation require the vote of a greater number of directors.

        (c)   A director of the Corporation who is present at a meeting of the Board of Directors, or is present at a meeting of a committee of the Board of Directors, when corporate action is taken, is deemed to have assented to the action taken unless (i) the director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting business at the meeting, (ii) the director's dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) the director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 10.    COMPENSATION

        The Board of Directors may, by resolution, provide that the directors be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and provide that directors be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation for that service.

ARTICLE 3
COMMITTEES

Section 1.    APPOINTMENT

        Subject to applicable law, the provisions of the Articles of Incorporation and these Bylaws, the Board of Directors may appoint such committees as may be necessary from time to time, consisting of such number of its members and shall have such powers as the Board may designate. Each such committee shall have two or more members, who serve at the pleasure of the Board of Directors.

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Section 2.    ACTIONS OF COMMITTEES; GOVERNING PROCEDURES

        All actions of a committee shall be reflected in minutes to be kept of such meetings and reported to the Board of Directors at the next succeeding meeting thereof. The provisions of Article 2 of these Bylaws governing meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees and their members as well.

Section 3.    EXECUTIVE COMMITTEE

        An executive committee may be appointed by the Board of Directors pursuant to the foregoing paragraphs. When appointed, the executive committee shall have the power to exercise all authority of the Board of Directors, except that the executive committee may not:

        (i)    Authorize distributions;

        (ii)   Approve or propose to shareholders actions that are required by law to be approved by shareholders;

        (iii)  Fill vacancies on the Board of Directors or on any of its committees;

        (iv)  Amend the Articles of Incorporation;

        (v)   Adopt, amend or repeal the Bylaws;

        (vi)  Approve a plan of merger not requiring shareholder approval;

        (vii) Authorize or approve a reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or

        (viii) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee or a senior executive officer of the Corporation to do so within limits specifically prescribed by the Board of Directors.

ARTICLE 4
OFFICERS

Section 1.    DESIGNATION; ELECTION

        (a)   The officers of the Corporation shall be a President, a Secretary and such other officers and assistant officers as the Board of Directors shall from time to time appoint, none of whom need be members of the Board of Directors. The officers shall be elected by, and hold office at the pleasure of, the Board of Directors. A duly appointed officer may appoint one or more officers or assistant officers if such appointment is authorized by the Board of Directors. The same individual may simultaneously hold more than one office in the Corporation.

        (b)   A vacancy in any office because of death, resignation, removal or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

Section 2.    COMPENSATION AND TERM OF OFFICE

        (a)   The compensation and term of office of all the officers of the Corporation shall be fixed by the Board of Directors.

        (b)   The Board of Directors may remove any officer at any time, either with or without cause.

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        (c)   Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless the notice specifies a later effective date, a resignation is effective at the earliest of the following: (i) when received; (ii) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed; or (iii) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board of Directors. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date, if the Board of Directors provides that the successor shall not take office until the effective date.

        (d)   This section shall not affect the rights of the Corporation or any officer under any express contract of employment.

Section 3.    CHAIRMAN OF THE BOARD

        The Chairman of the Board, if and when elected, shall preside at all meetings of the Board of Directors and at meetings of the shareholders and shall perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 4.    PRESIDENT

        The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. In the absence of the Chairman of the Board, the President shall perform the duties and responsibilities of the Chairman of the Board. The President shall be ex officio a member of all the standing committees of the Board of Directors (including the executive committee, if any), and shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers or duties as may be prescribed by the Board of Directors or these Bylaws.

Section 5.    VICE PRESIDENTS

        The Vice Presidents, if any, shall perform such duties as the Board of Directors prescribes. In the absence or disability of the President, the President's duties and powers shall be performed and exercised by a senior Vice President, as designated by the Board of Directors.

Section 6.    SECRETARY

        (a)   The Secretary shall keep or cause to be kept at the principal office, or such other place as the Board of Directors may order, a book of minutes of all meetings of directors and shareholders showing the time and place of the meeting, whether the meeting was regular or special and, if a special meeting, how authorized, the notice given, the names of those present at directors meetings, the number of shares present or represented at shareholders meetings and the proceedings thereof.

        (b)   The Secretary shall keep or cause to be kept, at the principal office or at the office of the Corporation's transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for such shares and the number and date of cancellation of certificates surrendered for cancellation.

        (c)   The Secretary shall give or cause to be given such notice of the meetings of the shareholders and of the Board of Directors as is required by these Bylaws. If the Corporation elects to have a seal, the Secretary shall keep the seal and affix it to all documents requiring a seal. The Secretary shall have

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such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

Section 7.    TREASURER

        The Treasurer, if any, shall be responsible for the funds of the Corporation, shall pay them out only on the checks of the Corporation signed in the manner authorized by the Board of Directors, shall deposit and withdraw such funds in such depositories as may be authorized by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in books maintained at the Corporation's principal offices.

Section 8.    ASSISTANTS

        The Board of Directors may appoint or authorize the appointment of assistants to the Secretary or Treasurer, or both. Such assistants may exercise the powers of the Secretary or Treasurer, as the case may be, and shall perform such duties as are prescribed by the Board of Directors.

ARTICLE 5
CORPORATE RECORDS AND REPORTS—INSPECTION

Section 1.    RECORDS

        The Corporation shall maintain all records required by law. All such records shall be kept at its principal office, registered office or at any other place designated by the President of the Corporation, or as otherwise provided by applicable law.

Section 2.    INSPECTION OF RECORDS

        The records of the Corporation shall be open to inspection by the shareholders or the shareholders' agents or attorneys in the manner and to the extent required by applicable law.

Section 3.    CHECKS, DRAFTS, ETC.

        All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as may be determined from time to time by resolution of the Board of Directors.

Section 4.    EXECUTION OF DOCUMENTS

        The Board of Directors may, except as otherwise provided in these Bylaws, authorize any officer or agent of the Corporation to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, or unless inherent in the authority vested in the office under the provisions of these Bylaws, no officer, agent or employee of the Corporation shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or for any amount.

ARTICLE 6
CERTIFICATES AND TRANSFER OF SHARES

Section 1.    CERTIFICATES FOR SHARES

        (a)   Certificates for shares shall be in such form as the Board of Directors may designate, shall designate the name of the Corporation and the state law under which the Corporation is organized,

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shall state the name of the person to whom the shares represented by the certificate are issued, and shall state the number and class of shares and the designation of the series, if any, the certificate represents. If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class, the variations in rights, preferences and limitations determined for each series and the authority of the Board of Directors to determine variations for future series shall be summarized on the front or back of each certificate, or each certificate may state conspicuously on its front or back that the Corporation shall furnish shareholders with this information on request in writing and without charge.

        (b)   Each certificate for shares shall be signed, either manually or in facsimile, by the Chairman of the Board, the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation. The certificates may bear the corporate seal or its facsimile.

        (c)   If any officer who has signed a share certificate, either manually or in facsimile, no longer holds office when the certificate is issued, the certificate shall nevertheless be valid.

        (d)   The Corporation may in its discretion issue certificates for fractional shares, but shall not be required to do so.

Section 2.    TRANSFER ON THE BOOKS

        Upon surrender to the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and subject to any limitations on transfer appearing on the certificate or in the Corporation's stock transfer records, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3.    LOST, STOLEN OR DESTROYED CERTIFICATES

        In the event a certificate is represented to be lost, stolen or destroyed, a new certificate shall be issued in place thereof upon such proof of the loss, theft or destruction and upon the giving of such bond or other indemnity as may be required by the Board of Directors.

Section 4.    TRANSFER AGENTS AND REGISTRARS

        The Board of Directors may from time to time appoint one or more transfer agents and one or more registrars for the shares of the Corporation who will have such powers and duties as the Board of Directors may specify.

Section 5.    CLOSING STOCK TRANSFER BOOKS

        The Board of Directors may close the transfer books for a period not exceeding 70 days preceding any annual or special meeting of the shareholders or the day appointed for the payment of a dividend.

ARTICLE 7
GENERAL PROVISIONS

Section 1.    SEAL

        If the Corporation elects to have a corporate seal, the seal shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of its incorporation.

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Section 2.    AMENDMENT OF BYLAWS

        (a)   Except as otherwise provided by applicable law or by the Articles of Incorporation, the Board of Directors may amend or repeal these Bylaws unless:

        (i)    The Articles of Incorporation or applicable law reserve this power exclusively to the shareholders in whole or in part; or

        (ii)   The shareholders in amending or repealing a particular Bylaw provide expressly that the Board of Directors may not amend or repeal that Bylaw.

        (b)   The Corporation's shareholders may amend or repeal these Bylaws even though these Bylaws may also be amended or repealed by the Board of Directors.

        (c)   Whenever an amendment or new Bylaw is adopted, it shall be copied in the minute book with the original Bylaws in the appropriate place. If any Bylaw is repealed, the fact of repeal and the date on which the repeal occurred shall be stated in such book and place.

Section 3.    ACTION WITHOUT A MEETING

        (a)   Action required or permitted by law to be taken at a shareholders meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Action taken under this Section 3 is effective when the last shareholder signs the consent, unless the consent specifies an earlier or later effective date. If not otherwise determined by law, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent. A consent signed under this Section 3 has the effect of a meeting vote and may be described as such in any document.

        (b)   Except as otherwise provided by the Articles of Incorporation or these Bylaws, action required or permitted by law to be taken at a meeting of the Board of Directors, or at a meeting of a committee of the Board of Directors, may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action taken, signed by each director and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

Section 4.    TELEPHONIC MEETINGS

        Except as otherwise provided by the Articles of Incorporation, the Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

ARTICLE 8
INDEMNIFICATION

Section 1.    DIRECTORS AND OFFICERS

        The Corporation shall indemnify to the fullest extent permitted by law, any person who is made, or threatened to be made, a party to or witness in, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise

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(including any action, suit or proceeding by or in the right of the Corporation) by reason of the fact that:

        (i)    the person is or was a director or officer of the Corporation or any of its subsidiaries;

        (ii)   the person is or was serving as a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation or any of its subsidiaries; or

        (iii)  the person is or was serving, at the request of the Corporation or any of its subsidiaries, as a director or officer, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise.

Section 2.    EMPLOYEES AND OTHER AGENTS

        The Corporation may indemnify its employees and other agents to the fullest extent permitted by law.

Section 3.    ADVANCE OF EXPENSES

        (a)   The expenses incurred by a director or officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise, which the director or officer is made or threatened to be made a party to or witness in, or is otherwise involved in, shall be paid by the Corporation in advance upon written request of the director or officer, if the director or officer:

        (i)    furnishes the Corporation a written affirmation of his or her good faith belief that he or she is entitled to be indemnified by the Corporation; and

        (ii)   furnishes the Corporation a written undertaking to repay such advance to the extent that it is ultimately determined by a court that he or she is not entitled to be indemnified by the Corporation. Such advances shall be made without regard to the person's ability to repay such expenses and without regard to the person's ultimate entitlement to indemnification under this Article 8 or otherwise.

Section 4.    NONEXCLUSIVITY OF RIGHTS

        The rights conferred on any person by this Article 8 shall be in addition to any rights to which a person may otherwise be entitled under any articles of incorporation, bylaw, agreement, statute, policy of insurance, vote of shareholders or Board of Directors, or otherwise.

Section 5.    SURVIVAL OF RIGHTS

        The rights conferred on any person by this Article 8 shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation; and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 6.    AMENDMENTS

        Any repeal of this Article 8 shall be prospective only and no repeal or modification of this Article 8 shall adversely affect any right or protection that is based upon this Article 8 and pertains to an act or omission that occurred prior to the time of such repeal or modification.

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ARTICLE 9
LIMITATION OF DIRECTOR LIABILITY

        To the fullest extent permitted by law, no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director. For example, without limiting the generality of the foregoing, if the Oregon Revised Statutes are amended, after this Article 9 becomes effective, to authorize corporate action further eliminating or limiting the personal liability of directors of the Corporation, then the liability of directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the Oregon Revised Statutes, as so amended. No amendment or repeal of this Article 9, nor the adoption of any provision of these Bylaws inconsistent with this Article 9, nor a change in the law, shall adversely affect any right or protection that is based upon this Article 9 and pertains to conduct that occurred prior to the time of such amendment, repeal, adoption or change. No change in the law shall reduce or eliminate the rights and protections set forth in this Article 9 unless the change in the law specifically requires such reduction or elimination.

ARTICLE 10
TRANSACTIONS BETWEEN CORPORATION AND INTERESTED DIRECTORS

Section 1.    VALIDITY OF TRANSACTION

        (a)   No transaction involving the Corporation shall be voidable by the Corporation solely because of a director's direct or indirect interest in the transaction if:

        (i)    The material facts of the transaction and the director's interest were disclosed or known to the Board of Directors or a committee of the Board of Directors, and the Board of Directors or committee authorized, approved or ratified the transaction;

        (ii)   The material facts of the transaction and the director's interest were disclosed or known to the shareholders entitled to vote and a majority of those shareholders authorized, approved or ratified the transaction; or

        (iii)  The transaction was fair to the Corporation.

        (b)   This Article 10 shall not invalidate any contract, transaction or determination that would otherwise be valid under applicable law.

Section 2.    INDIRECT INTEREST

        Solely for purposes of this Article 10, a director of the Corporation has an indirect interest in a transaction if:

        (a)   Another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction; or

        (b)   Another entity of which the director is a director, officer or trustee is a party to the transaction and the transaction is or should be considered by the Board of Directors.

Section 3.    AUTHORIZATION BY BOARD

        For purposes of Section 1 of this Article 10, a transaction in which a director has an interest is authorized, approved or ratified by the Board of Directors if it receives the affirmative vote of a majority of the directors on the Board of Directors, or on the committee, who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved or ratified under this Article 10 by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum shall be present for the

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purpose of taking action under this Article 10. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction shall not affect the validity of any action taken under Section 1 of this Article 10 by the Board of Directors or a committee thereof, if the transaction is otherwise authorized, approved or ratified as provided in Section 1 of this Article 10.

Section 4.    AUTHORIZATION BY SHAREHOLDERS

        For purposes of Section 1 of this Article 10, a transaction in which a director has an interest is authorized, approved or ratified if it receives the vote of a majority of the shares entitled to be counted under this Article 10, voting as a single voting group. Shares owned by or voted under the control of a director who has a direct or indirect interest in the transaction, and shares owned by or voted under the control of any entity described in paragraph (a) of Section 2 of this Article 10 may be counted in a vote of shareholders to determine whether to authorize, approve or ratify a transaction by vote of the shareholders under Section 1 of this Article 10. A majority of the shares, whether or not present, that are entitled to be counted in a vote on the transaction under this Article 10 constitutes a quorum for the purpose of taking action under this Article 10.

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QuickLinks

Exhibit 3.76

WHITE, MACK AND WART, INC. BYLAWS
ARTICLE I SHAREHOLDERS: MEETINGS AND VOTING
ARTICLE 2 DIRECTORS
ARTICLE 3 COMMITTEES
ARTICLE 4 OFFICERS
ARTICLE 5 CORPORATE RECORDS AND REPORTS—INSPECTION
ARTICLE 6 CERTIFICATES AND TRANSFER OF SHARES
ARTICLE 7 GENERAL PROVISIONS
ARTICLE 8 INDEMNIFICATION
ARTICLE 9 LIMITATION OF DIRECTOR LIABILITY
ARTICLE 10 TRANSACTIONS BETWEEN CORPORATION AND INTERESTED DIRECTORS

EX-3.77

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Exhibit 3.77

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/30/1996
960387270—2700446

CERTIFICATE OF INCORPORATION
OF
TEAMCARE, INC.

Article I. Name

        The name of the corporation is TeamCare, Inc. (the "Corporation").

Article II. Registered Office

        The registered office of the Corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, 19805, County of New Castle. The name of the registered agent at such address is Corporation Service Company.

Article III. Purpose

        The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (the "GCL").

Article IV. Capital Stock

        The total number of shares of capital stock which the Corporation is authorized to issue is one thousand (1,000) shares of common stock with no par value.

Article V. Indemnification

        (a)   To the extent not prohibited by law, the Corporation shall indemnify any person who is or was made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (a "Proceeding"), whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a director or officer of the Corporation, or is or was serving in any capacity at the request of the Corporation for any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other legal entity or enterprise (an "Other Entity"), against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys' fees and disbursements). Persons who are not directors or officers of the Corporation may be similarly indemnified in respect of service to the Corporation to the extent the Board of Directors at any time specifies that such persons are entitled to the benefits of this Article.

        (b)   The Corporation shall, from time to time, reimburse or advance to any director or officer or other person entitled to indemnification hereunder the funds necessary for payment of expenses, including attorneys' fees and disbursements, incurred in connection with defending any Proceeding, in advance of the final disposition of such Proceeding; provided, however, that, if then required by the GCL, such expenses incurred by or on behalf of any director or officer or other person may be paid in advance of the final disposition of a Proceeding only upon receipt by the Corporation of an undertaking, by or on behalf of such director or officer (or other person indemnified hereunder), to repay any such amount so advanced, if it shall ultimately be determined that such director, officer or other person is not entitled to be indemnified for such expenses under existing law.

        (c)   The rights to indemnification, and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or reimbursement or advancement of expenses may have or hereafter be entitled under any statute, this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, any vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

        (d)   The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a director or officer (or other person indemnified hereunder) and shall inure to the benefit of the executors, administrators, legatees and distributees of such person.

        (e)   The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of an Other Entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article, the Bylaws or under Section 145 of the GCL or any other provision of law.

        (f)    The provisions of this Article shall be deemed to be a contract between the Corporation, on the one hand, and each director and officer who serves in such capacity at any time while this Article is in effect and any other person indemnified hereunder, on the other hand, pursuant to which the Corporation and each such director, officer, or other person intend to be legally bound. No repeal or modification of this Article shall affect any rights or obligations with respect to any state of facts then or theretofore existing or thereafter arising or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

        (g)   The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article shall be enforceable by any person entitled to such indemnification or reimbursement or advancement of expenses hereunder in any court of competent jurisdiction. The burden of proving that such indemnification or reimbursement or advancement of expenses is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including by directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that such indemnification or reimbursement or advancement of expenses is proper in the circumstances, nor an actual determination by the Corporation (including by directors, independent legal counsel or stockholders) that such person is not entitled to such indemnification or reimbursement or advancement of expenses shall constitute a defense to the action or create a presumption that such person is not so entitled. Such a person shall also be indemnified for any expenses incurred in connection with successfully establishing his or her right to such indemnification or reimbursement or advancement of expenses, in whole or in part, in any such proceeding.

        (h)   Any director or officer of the Corporation serving in any capacity for (i) another corporation, partnership, limited liability company, trust or other legal entity of which a majority of the voting securities entitled to vote in the election of its directors is held, directly or indirectly, by the Corporation or (ii) any employee benefit plan of the Corporation or any entity referred to in clause (i) shall be deemed to be doing so at the request of the Corporation.

        (i)    Any person entitled to be indemnified or to reimbursement or advancement of expenses as a matter of right pursuant to this Article may elect to have the right to indemnification or reimbursement or advancement of expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable Proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time such indemnification or reimbursement or advancement of expenses is sought. Such election shall be made, by a notice in writing to the

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Corporation, at the time indemnification or reimbursement or advancement of expenses is sought; provided, however, that if no such notice is given, the right to indemnification or reimbursement or advancement of expenses shall be determined by the law in effect at the time indemnification or reimbursement or advancement of expenses is sought.

Article VI. Amendment of Bylaws

        All the powers of the Corporation, insofar as the same may be lawfully vested by this Certificate of Incorporation in the Board of Directors, are hereby conferred upon the Board of Directors. In furtherance and not in limitation of that power, the Board of Directors shall have the power, upon the affirmative vote of a majority of the directors present at a meeting lawfully convened, to make, adopt, alter, amend, and repeal from time to time the Bylaws of the Corporation and to make from time to time new Bylaws of the Corporation, subject to the right of the stockholders entitled to vote thereon to adopt, alter, amend, and repeal Bylaws made by the Board of Directors or to make new Bylaws provided, however, that the stockholders of the Corporation shall be entitled to adopt, alter, amend, or repeal Bylaws made by the Board of Directors or to make new Bylaws solely upon the affirmative vote of the holders of a majority of the outstanding shares of each class of capital stock of the Corporation then entitled to vote thereon.

Article VII. Exculpation of Directors

        A director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL of the State of Delaware as the same exists or may hereafter be amended.

        Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Article VIII. Election of Directors

        Election of directors need not be by written ballot.

Article IX. Business Combinations

        The Corporation expressly elects not to be governed by Section 203 of the GCL.

Article X. Special Meetings of Stockholders

        Special meetings of stockholders of the Corporation may be called by the Board of Directors pursuant to a resolution adopted by a majority of the Directors then serving, by the Chairman of the Board, if such office has been filled or by the Chief Executive Officer, if the office of Chairman has not been filled.

Article XI. Subsequent Amendments of this Certificate of Incorporation

        The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of

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law which might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of a majority of the outstanding shares of each class of capital stock of the Corporation then entitled to vote thereon shall be required to amend, alter, or repeal any one or more of Articles of this Certificate of Incorporation.

Article XII. Existence

        The existence of the Corporation shall be perpetual.

Article XIII. Address

        The name and mailing address of the incorporator is: Wynn Graham, GranCare, Inc., One Ravinia Drive, Suite 1500, Atlanta, Georgia 30346.

        IN WITNESS WHEREOF, the undersigned being the sole incorporator hereinabove named, hereby further certifies that the facts herein stated are true and, accordingly has signed this Certificate of Incorporation this 27 day of December, 1996.

By: /s/  WYNN K. GRAHAM Incorporator
Wynn Graham

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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 12/02/1998
981462790—2700446

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

TEAMCARE, INC.

        TeamCare, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

        DOES HEREBY CERTIFY:

        FIRST: That the Board of Directors of said corporation, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Teamcare, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

"The name of the corporation is NeighborCare-TCI, Inc. (the "Corporation").

        SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

        THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

        IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by Ira C. Gubernick, its Vice President, Office of the Chairman and Corporate Secretary, this 20^th day of November, 1998.

	TeamCare, Inc.
By	/s/  IRA C. GUBERNICK Vice President, Office of the Chairman and Corporate Secretary

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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:30 PM 01/19/1999
991022453—2700446

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

TEAMCARE CLINICAL SERVICES, INC.

INTO

NEIGHBORCARE-TCI, INC.

*****

Neighborcare-TCI, Inc. a corporation organized and existing under the laws of the state of Delaware,

        DOES HEREBY CERTIFY:

        FIRST: That this corporation was incorporated on the 30th day of December, 1996, pursuant to Delaware General Corporation Law, the provisions of which permit the merger of a subsidiary corporation of another state into a parent corporation existing under the laws of said state.

        SECOND: That this corporation owns all of the outstanding shares of the stock of TeamCare Clinical Services, Inc., a corporation incorporated on the 6^th day of September, 1994, Pursuant to the NJSA 14A 1-1 et seq. Law of the State of New Jersey.

        THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board on the 8^th day of January, 1999, determined to and did merge into itself said TeamCare Clinical Services, Inc.

        RESOLVED, that NeighborCare-TCI, Inc. merge, and hereby does merge into itself said TeamCare Clinical Services, Inc. and assumes all its obligations; and

        FURTHER REVOLVED, that the merger shall be effective upon the date of its filing with the Secretary of State of Delaware.

        FURTHER RESOLVED, that the proper officer of this corporation be and he is hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said TeamCare Clinical Services, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger; and

        FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of NeighborCare-TCI, Inc. at any time prior to the date of filing the merger with the Secretary of State.

        IN WITNESS WHEREOF, said corporation, NeighborCare-TCI, Inc. has caused this Certificate to be signed by Ira C. Gubernick its Vice President, Office of the Chairman and Corporate Secretary, this 8^th day of January, 1999.

NeighborCare-TCI, Inc.
By	/s/  IRA C. GUBERNICK Ira C. Gubernick Vice President, Office of the Chairman and Corporate Secretary

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Exhibit 3.77

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TEAMCARE, INC.
CERTIFICATE OF OWNERSHIP AND MERGER MERGING TEAMCARE CLINICAL SERVICES, INC. INTO NEIGHBORCARE-TCI, INC.

EX-3.79

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Exhibit 3.79

ARTICLES OF INCORPORATION
OF
PPS ACQUISITION CORP.

        FIRST:    I, Billie J. Swoboda, whose post office address is c/o The Corporation Trust Incorporated, 32 South Street, Baltimore, MD 21202, being at least eighteen (18) years of age, hereby form a corporation under and by virtue of the General Law of the State of Maryland.

        SECOND:    The name of the corporation (the "Corporation") is PPS Acquisition Corp.

        THIRD:    The purposes for which the Corporation is formed are to engage in any or all lawful business for which corporations may be formed under the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time.

        FOURTH:    The post office address of the principal office of the corporation in this State is c/o The Corporation Trust Incorporated, 32 South Street, Baltimore, MD 21202. The name of the resident agent of the Corporation in this State is The Corporation Trust Incorporated, a corporation of this state, and the post office address of the resident agent is 32 South Street, Baltimore, MD 21202.

        FIFTH:    The total authorized capital stock of the Corporation is Five Thousand (5,000) shares, with no par value per share.

        SIXTH:    The number of the directors of the Corporations shall be two (2), which number may be increased or decreased pursuant to the Bylaws of the Corporation. So long as there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. The names of the directors who shall act until the first annual meeting of until their successors are duly chosen and qualified are: Richard R. Howard and Michael R. Walker.

        SEVENTH:    The Corporation shall have the power to indemnify, by express provision of its Bylaws, by Agreement, or by majority vote of either its stockholders or disinterested directors, any one or more of the following classes of individuals: (1) present or former directors of the Corporation, (2) present or former officers of the Corporation, (3) present or former agents and/or employees of the Corporation, (4) present or former administrators, trustees or other fiduciaries under any pension, profit sharing, deferred compensation, or other employee benefit plan maintained by the Corporation, and (5) persons serving or who have served at the request of the Corporation in any of these capacities for any other corporation, partnership, joint venture, trust, or other enterprise. However, the Corporation shall not have the power to indemnify any person to the extent such indemnification would be contrary to Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, or any statute, rule or regulation of similar import.

        EIGHTH:    In carrying on its business, or for the purpose of attaining or furthering any of its objects, the Corporation shall have all of the rights, powers, and privileges granted to corporations by the laws of the State of Maryland, as well as the power to do any and all acts and things that a natural person or partnership could do, as now or hereafter authorized by law, either alone or in partnership or conjunction with others. In furtherance and not in limitation of the powers conferred by statute, the powers of the Corporation and of its Directors and Stockholders shall include the following:

        (a)   The Corporation reserves the right to adopt from time to time any amendment to its Charter, as now or hereafter authorized by law, including any amendment that alters the contract rights, as expressly set forth in the Charter, of any outstanding stock.

        (b)   Except as otherwise provided in the Charter or Bylaws of the Corporation, as from time to time amended, the business of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have and may exercise all of the rights, powers, and privileges of the Corporation, except only for those that are by law or by the Charter or Bylaws of the Corporation

conferred upon or reserved to the Stockholders. Additionally, the Board of Directors of the Corporation is specifically authorized and empowered from time to time in its discretion:

        (1)   To authorize the issuance of shares of the Corporation's stock of any class, whether now or hereafter authorized, or securities convertible, into shares of its stock, of any class or classes, whether now or hereafter authorized, for such consideration as the Board of Directors deems advisable, subject to such restrictions or limitations, if any, as may be set forth in the Bylaws of the Corporation;

        (2)   By articles supplementary to these Articles of Incorporation, to classify or reclassify any unissued shares by fixing or altering in any one or more aspects, before issuance of those shares, the preferences, conversion or other rights, voting powers, restrictions, qualifications, dividends, or terms or conditions of redemption of those shares, including but not limited to the reclassification of unissued common shares to preferred shares or unissued preferred shares to common shares;

        (3)   To borrow and raise money, without limit and upon any terms, for any corporate purposes; and, subject to applicable law, to authorize the creation, issuance, assumption, or guaranty of bonds, debentures notes, or other evidences of indebtedness for money so borrowed, to include therein such provisions an to redeemability, convertibility or otherwise, as the Board of Directors, in its sole discretion, determines, and to secure the payment of principal, interest, or sinking fund in respect thereof by mortgage upon, or the pledge of, or the conveyance or assignment in trust of, all or any part of the properties, assets, and goodwill of the Corporation then owned or thereafter acquired.

        NINTH:    To the full extent permitted under the Maryland General Corporation Law as in effect on the date hereof, or as hereafter from time to time amended, no director or officer shall be liable to the Corporation or to its stockholders for money damages for any breach of any duty owed by such director or officer to the Corporation or any of its stockholders. Neither the amendment or repeal of this Article, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the protection afforded by this Article to a director or officer or former director or officer of the Corporation with respect to any matter which occurred, or any cause of action, suit or claim which but for this Article would have accrued or arisen, prior to such amendment, repeal or adoption.

        IN WITNESS WHEREOF, I do hereby acknowledge these Articles of Incorporation to be my act this 19th day of April, 1996.

/s/  BILLIE J. SWOBODA
Billie J. Swoboda	(SEAL)

2

ARTICLES OF MERGER

MERGING

PROFESSIONAL PHARMACY SERVICES, INC.
(a Corporation of the State of Maryland)

INTO

PPS ACQUISITION CORP.
(a Corporation of the State of Maryland)

        FIRST:    PROFESSIONAL PHARMACY SERVICES, INC., a corporation organized and existing under the laws of the State of Maryland, and PPS ACQUISITION CORP., a corporation organized and existing under the laws of the State of Maryland, agree that said PROFESSIONAL PHARMACY SERVICES, INC. shall be merged into said PPS ACQUISITION CORP. The terms and conditions of the merger and the mode of carrying the same into effect are as herein set forth in these Articles of Merger.

        SECOND:    PPS ACQUISITION CORP., a corporation organized and existing under the laws of the State of Maryland, shall survive the merger and shall continue under the name PROFESSIONAL PHARMACY SERVICES, INC.

        THIRD:    The parties to the articles of merger are PROFESSIONAL PHARMACY SERVICES, INC., a corporation organized and existing under the laws of the State of Maryland, and PPS ACQUISITION CORP., a corporation organized and existing under the laws of the State of Maryland.

        FOURTH:    The following amendment to the charter of PPS ACQUISITION CORP., the surviving corporation, is to be effected as part of the merger: Paragraph Second of the Articles of Incorporation is hereby amended to read in its entirety as follows:

"The name of the corporation (the "Corporation") is Professional Pharmacy Services, Inc."

        FIFTH:    The total number of shares of all classes of stock which said PROFESSIONAL PHARMACY SERVICES, INC. has authority to issue is 5,000 shares of common stock, no par value.

        The total number of shares of stock of all classes which said PPS ACQUISITION CORP. has authority to issue is 5,000 shares of common stock, no par value.

        SIXTH:    The manner and basis of converting or exchanging issued stock of the merging corporations into different stock or other consideration and the manner of dealing with any issued stock of the merging corporations not to be so converted or exchanged shall be as follows:

        (a)   Each share of common stock of PPS ACQUISITION CORP. issued and outstanding immediately before the merger shall remain one share of common stock of the Surviving Corporation. From and after the merger, each certificate which, prior to the merger, represented shares of PPS ACQUISITION CORP. shall evidence ownership of shares of the Surviving Corporation on the basis herein set forth.

        (b)   Each share of common stock of PROFESSIONAL PHARMACY SERVICES, INC., no par value (the "PPS Shares"), issued and outstanding immediately prior to the merger, by virtue of the merger and without any action on the part of the holder thereof, shall be automatically converted into and become such number of shares of common stock of Genesis Health Ventures, Inc., a Pennsylvania corporation ("GHV"), par value $.02 per share ("GHV Common Stock") that equals the result obtained by calculation of the following formula:

	8,900,000
X=	Y Z

where X is the number of shares of GHV Common Stock to be issued in exchange for each PPS Share; Y is the average closing sale prices (as quoted on The New York Stock Exchange and reported in The Wall Street Journal) for GHV Common Stock for the five trading days ending two trading days preceding June 5, 1996 (the "Average Closing Price"); and Z is the total number of PPS Shares to be exchanged in the merger for shares of GHV Common Stock.

        (c)   Each PPS Share held in treasury, if any, immediately before the Merger shall thereupon and without notice be canceled. The certificates representing such PPS Shares shall be marked "canceled in merger."

        (d)   The warrants of PROFESSIONAL PHARMACY SERVICES, INC. (the "PPS Warrants") shall be automatically canceled without any further action on the part of the holder thereof and as consideration and exchange for such cancellation there shall be issued and delivered to such warrant holder such number of GHV Common Stock that equals the result obtained by calculation of the following formula:

	1,100,000
X=	Y Z

where X is the number of shares of GHV Common Stock to be issued with respect to each PPS Shares that the warrant holder could have received upon exercise of the PPS Warrants immediately prior to the merger to acquire one PPS Share; V is the Average Closing Price; and Z is the total number of PPS Shares that could have been issued immediately prior to the merger upon the exercise of the PPS Warrants.

        (e)   No fractional shares of GHV Common Stock shall be issued as a result of the merger or cancellation of the PPS Warrants. In lieu of the issuance of fractional shares, cash adjustments will be paid to the shareholders and warrant holders of PROFESSIONAL PHARMACY SERVICES, INC. in respect of any fraction of a share of GHV Common Stock which would otherwise be issuable under these Articles of Merger. Such cash adjustment shall be equal to an amount determined by multiplying such fraction by the Average Closing Price.

        SEVENTH:    The principal office of said PROFESSIONAL PHARMACY SERVICES, INC., organized under the laws of the State of Maryland, is located in Baltimore City, State of Maryland.

        The principal office of said PPS ACQUISITION CORP., organized under the laws of the State of Maryland, is located in Baltimore City, State of Maryland.

        Said PROFESSIONAL PHARMACY SERVICES, INC. does not own property the title of which could be affected by the recording of an instrument among the Land Records.

        EIGHTH:    The terms and conditions of the transaction set forth in the articles were advised, authorized, and approved by each corporation party to the articles in the manner and by the vote required by its charter and the laws of the place where it is organized.

        NINTH:    The merger was approved by resolutions by unanimous written consent duly adopted by the Board of Directors and the Shareholders of PROFESSIONAL PHARMACY SERVICES, INC.

        TENTH:    The merger was approved by resolutions by unanimous written consent duly adopted by the Board of Directors and the Shareholders of PPS ACQUISITION CORP.

        ELEVENTH:    The merger shall become effective at the time the Maryland Department of State accepts these articles of merger.

2

        IN WITNESS WHEREOF, PROFESSIONAL PHARMACY SERVICES, INC., and PPS ACQUISITION CORP., the corporations parties to the merger, have caused these Articles of Merger be signed in their respective corporate names and on their behalf by their respective presidents or vice-presidents and witnessed or attested by their respective secretaries all as of the 5th day of June, 1996.

PROFESSIONAL PHARMACY SERVICES, INC., a Maryland corporation
By:	MICHAEL BRONFEIN
	Name:	Michael Bronfein
	Title:	President
Attest:	JESSICA BRONFEIN
	Name:	Jessica Bronfein
	Title:	Secretary
PPS ACQUISITION CORP., a Maryland corporation
By:	EDWARD B. ROMANOV, JR.
	Name:	Edward B. Romanov, Jr.
	Title:	Senior Vice President
Attest:	IRA C. GUBERNICK
	Name:	Ira C. Gubernick
	Title:	Secretary

[NAMES MUST BE TYPED UNDER ALL SIGNATURES]

3

        THE UNDERSIGNED, President or Vice-President of PROFESSIONAL PHARMACY SERVICES, INC, who executed on behalf of said corporation the foregoing Articles of Merger, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Merger to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

MICHAEL BRONFEIN
Name:	Michael Bronfein
Title:	President

4

        THE UNDERSIGNED, President or Vice-President of PPS ACQUISITION CORP., who executed on behalf of said corporation, the foregoing Articles of Merger, of which this certificate is made a part, hereby acknowledges in the name and on behalf of said corporation, the foregoing Articles of Merger to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

EDWARD B. ROMANOV, JR.
Name:	Edward B. Romanov, Jr.
Title:	Senior Vice President

5

CHANGE OF ADDRESS OF RESIDENT AGENT

        The Corporation Trust Incorporated hereby submits the following for the purpose of changing the address of the resident agent for the business entities on the attached list.

        1.     The name of the resident agent is The Corporation Trust Incorporated.

        2.     The old address of the resident agent is:

32 South Street
Baltimore, Maryland 21202

        3.     The new address of the resident agent is:

300 East Lombard Street
Baltimore, Maryland 21202

        4.     Notice of the above changes are being sent to the business entities on the attached list.

        5.     The above changes are effective when this document is filed with the Department of Assessments and Taxation.

KENNETH J. UVA Kenneth J. Uva
Assistant Secretary

Entities List

Princor Emerging Growth Fund, Inc.
Princor Government Securities Income Fund, Inc.
Princor Growth Fund, Inc.
Princor High Yield Fund, Inc.
Princor Limited Term Bond Fund, Inc.
Princor Tax-Emempt Cash Management Fund, Inc.
Princor Utilities Fund, Inc.
Princor World Fund, Inc.
Professional Pharmacy Services, Inc.
Professional Service Industries, Inc.

2

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Exhibit 3.79

ARTICLES OF INCORPORATION OF PPS ACQUISITION CORP.
ARTICLES OF MERGER MERGING PROFESSIONAL PHARMACY SERVICES, INC. (a Corporation of the State of Maryland) INTO PPS ACQUISITION CORP. (a Corporation of the State of Maryland)
CHANGE OF ADDRESS OF RESIDENT AGENT
Entities List

EX-3.81

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Exhibit 3.81

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU

Articles of
Incorporation—
Domestic Business Corporation

        In compliance with the requirements of section 204 of the Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S. §1204) the undersigned, desiring to be incorporated as a business corporation, hereby certifies (certify) that:

        1.     The name of the corporation is:

SUBURBAN MEDICAL SERVICES, INC.

        2.     The location and post office address of the initial registered office of the corporation in this Commonwealth is:

100 West State Street, Media, Delaware County, Pennsylvania

        3.     The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes: To engage in and do any lawful act concerning all business for which corporations may be incorporated under the Business Corporation Law of Pennsylvania and to do all things and exercise all powers, rights and privileges which a business corporation may now or hereafter be organized or authorized to do or to exercise under the Business Corporation Law of the Commonwealth of Pennsylvania.

        4.     The term for which the corporation is to exist is:

Perpetual

        5.     The aggregate number of shares which the corporation shall have authority to issue is:

50,000 Shares of common stock with par value of $10.00 per share

        6.     The name(s) and post office address(es) of each incorporator(s) and the number and class of shares subscribed by such incorporator(s) is (are):

NAME	ADDRESS	NUMBER AND CLASS OF SHARES
Ruth Gordon	214 North Jackson Street Media, Pennsylvania	One Share Common

        IN TESTIMONY WHEREOF, the incorporator has signed and sealed these Articles of Incorporation this 1st day of September, 1976.

/s/ RUTH GORDON (SEAL)
(SEAL)
(SEAL)

STATEMENT OF CHANGE OF REGISTERED OFFICE
DSCB:15-1507/4144/5507/6144/8506 (Rev 90)

Indicate type of entity (check one):

ý Domestic Business Corporation (15 Pa. C.S. § 1507)	o Foreign Nonprofit Corporation (15 Pa. C.S. §6144)
o Foreign Business Corporation (15 Pa. C.S. § 4144)	o Domestic Limited Partnership (15 Pa. C.S. § 8506)
o Domestic Nonprofit Corporation (15 Pa. C.S. § 5507)

        In compliance with the requirements of the applicable provisions of 15 Pa. C.S. (relating to corporations and unincorporated associations) the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:

1.	The name of the corporation or limited partnership is Suburban Medical Services, Inc.
2.	The (a) address of this corporation's or limited partnership's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: (the Department is hereby authorized to correct the following information to conform to the records of the Department):
	(a)	1635 Market Street,		Philadelphia,	PA	19103	Philadelphia County
		Number and Street		City	State	Zip	County
	(b)	c/o:	C.T. Corporation System Name of Commerical Registered Office Provider
	For a corporation or limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation or limited partnership is located for venue and official publication purposes.
3.	(Complete part (a) or (b)):
	(a)	The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:
		148 W. State Street,		Kennett Square,	PA	19348,	Chester County
		Number and Street		City	State	Zip	County
	(b)	The registered office of the corporation or limited partnership shall be provided by:
		c/o:
			Name of Commercial Registered Office Provider				County
		For a corporation or a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation or limited partnership is located for venue and official publication purposes.
4.	(Strike out if a limited partnership): Such change was authorized by the Board of Directors of the corporation.

        IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership has caused this statement to be signed by a duly authorized officer this 10th day of June, 1996.

Suburban Medical Services, Inc. Name of Corporation/Limited Partnership
BY:	IRA C. GUBERNICK, ESQUIRE (Signature)
Title:	Corporate Secretary

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Exhibit 3.81

COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU
STATEMENT OF CHANGE OF REGISTERED OFFICE DSCB:15-1507/4144/5507/6144/8506 (Rev 90)

EX-3.83

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Exhibit 3.83

[STAMP] [STAMP]

ARTICLES OF INCORPORATION-FOR PROFIT

OF

TW ACQUISITION CORPORATION
Name of Corporation

A TYPE OF CORPORATION INDICATED BELOW

Indicate type of domestic corporation:

ý Business-stock (15 Pa.C.S. § 1306)	o Management (15 Pa.C.S. § 2702)
o Business-nonstock (15 Pa.C.S. § 2102)	o Professional (15 Pa.C.S. § 2903)
o Business-statutory close (15 Pa.C.S. § 2303)	o Insurance (15 Pa.C.S. § 3101)
o Cooperative (15 Pa.C.S. § 7102)

DSCB:15-1306/2102/2303/2702/2903/3101/7102A (Rev 91)

        In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations) the undersigned, desiring to incorporate a corporation for profit hereby, state(s) that:

1.	The name of the corporation is: TW Acquisition Corporation
2.	The (a) address of this corporation's initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the country of venue is:
	(a)	148 West State Street, Suite 100, Kennett Square, Pennsylvania 19348 (Chester)
		Number and Street		City	State	Zip	County
	(b)	c/o:	n/a
			Name of Commercial Registered Office Provider				County
	For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.
3.	The Corporation is incorporated under the provisions of the Business Corporation Law of 1988.
4.	The aggregate number of shares authorized is: One thousand (1,000) Common Stock (other provisions, if any, attach 8 1/2 X 11 sheet)
5.	The name and address, including number and street, if any, of each incorporator is:
	Name			Address
	Alice A. Deck			Four Penn Center Plaza, Philadelphia, PA 19103
6.	The specified effective date, if any, is:
				month	day	year	hour, if any

        Shareholders shall not be entitled to cumulative voting.

        IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed these Articles of Incorporation this 15^th day of September, 1993

	/s/  ALICE A. DECK
(Signature)	(Signature) Alice A. Deck, Incorporator

[STAMP]

ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION
DSCB: 15-1926 (REV 90)
2546272

        In compliance with the requirements of 15 Pa. C.S. §1926 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that:

1.

The name of the business corporation surviving the merger is:

TW Acquisition Corporation (a Pennsylvania corporation)

2.

Upon the filing of these Articles of Merger, the name of the surviving business corporation shall be changed to "The Tidewater Healthcare Shared Services Group, Inc." and the Articles of Incorporation shall hereby be amended through the filing of these Articles of Merger to reflect such name change.



3.

The surviving business corporation is a domestic business corporation and the address of its current registered office in this Commonwealth is:

148 West State Street
Suite 100
Kennett Square, PA 19348
(Chester County)

4.

The name and the address of the registered office in the Commonwealth and the county of venue of each other domestic business corporation and qualified foreign business corporation which is a party to the plan of merger is as follows:

None

5.

The name and address of the registered office of each other foreign business corporation which is a party to the plan of merger is as follows:

The Tidewater Healthcare Shared Services Group, Inc.
a Maryland corporation
515 Fairmount Avenue
Suite 800
Towson, MD 21286

6.

The manner in which the plan of merger was adopted by each domestic entity is as follows:

Name of Entity	Manner of Adoption
TW Acquisition Corporation	Unanimous Consent of Board of Directors and Sole Shareholder pursuant to §1924(a), §1727(b) and §1766(a)

7.

The plan of merger is set forth in full on Exhibit A attached hereto and made a part hereof.

        IN WITNESS WHEREOF, each undersigned entity has caused these Articles of Merger to be signed by a duly authorized officer thereof this 30^th day of November, 1993

TW ACQUISITION CORPORATION a Pennsylvania corporation
By:	/s/  LEWIS J. HOCH Lewis J. Hoch, Vice President
THE TIDEWATER HEALTHCARE SHARED SERVICES GROUP, INC. a Maryland corporation
By:	Edward A. Burchell, President

2

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Exhibit 3.83

ARTICLES OF INCORPORATION-FOR PROFIT OF TW ACQUISITION CORPORATION Name of Corporation A TYPE OF CORPORATION INDICATED BELOW
ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION DSCB: 15-1926 (REV 90) 2546272

EX-12.1

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Exhibit 12.1

NeighborCare, Inc.
Ratio of Earnings to Fixed Charges

		Successor Company								Predecessor Company
		Quarter Ended December 31,				Fiscal Year Ended September 30,
		2003		2002		2003		2002		2001		2000		1999
Earnings
	Income from continuing operations before income taxes and equity earnings	(28,023	)	(1,114	)	1,908		(6,440	)	920,964		(174,490	)	(62,476	)
	Equity in earnings of >50% owned affiliates	108		76		360		179		873		703		(372	)
	Adjusted pre-tax income from continuing operations	(28,131	)	(1,190	)	1,548		(6,619	)	920,091		(175,193	)	(62,104	)
	Fixed charges	5,654		3,674		14,358		17,186		45,188		61,491		48,906
	Earnings from continuing operations before fixed charges	(22,477	)	2,484		15,906		10,567		965,279		(113,702	)	(13,198	)
Fixed charges
	Interest expense	5,654		3,674		14,358		17,186		45,188		61,491		48,906
	Total fixed charges	5,654		3,674		14,358		17,186		45,188		61,491		48,906
Ratio of earnings to fixed charges		*		*		1.11	x	*		21.36	x	*		*

*  For the three months ended December 31, 2003 and 2002 and the fiscal years ended September 30, 2002, 2000 and 1999, our earnings were insufficient to cover fixed charges by $28.1 million and $1.2 million and $6.6 million, $175.2 million and $62.1 million, respectively.

Note: The Ratio of Earnings to Fixed Charges should be read in conjunction with the Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations in this Registration Statement.

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Exhibit 12.1

NeighborCare, Inc. Ratio of Earnings to Fixed Charges

EX-23.1

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Exhibit 23.1

Consent of Independent Auditors

The Board of Directors
NeighborCare, Inc.:

        We consent to the use of our report dated April 29, 2004, with respect to the consolidated balance sheets of NeighborCare, Inc. and subsidiaries as of September 30, 2003 and 2002, the related consolidated statements of operations, shareholders' equity (deficit), and cash flows for each of the years in the three-year period ended September 30, 2003, and the related financial statement schedule, which report is included herein, and to the reference to our firm under the headings "Experts", "Selected Financial Data" and "Summary Financial Data" in the prospectus.

        Our report contains an explanatory paragraph that refers to the Company's adoption of the provisions of Statements of Financial Accounting Standards (SFAS) No. 141, Business Combinations, SFAS No. 142, Goodwill and Other Intangible Assets, and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, effective September 30, 2001, and the adoption of the provisions of SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections, effective October 1, 2002.

        In addition, our report contains an explanatory paragraph that states, on October 2, 2001 the Company consummated a Joint Plan of Reorganization (the "Plan"), which had been confirmed by the United States Bankruptcy Court. The Plan resulted in a change in ownership of the Company and, accordingly, effective September 30, 2001, the Company accounted for the change in ownership through "fresh-start" reporting. As a result, the consolidated information prior to September 30, 2001 is presented on a different cost basis than that as of and subsequent to September 30, 2001 and, therefore, is not comparable.

/s/ KPMG, LLP

Baltimore, Maryland
April 30, 2004

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Exhibit 23.1

Consent of Independent Auditors

EX-25.1

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Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York (State of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)
NEIGHBORCARE, INC. (Exact name of obligor as specified in its charter)
Pennsylvania (State or other jurisdiction of incorporation or organization)	06-1132947 (I.R.S. employer identification no.)

Exact name of registrant as specified in its charter (1)	State or other jurisdiction of incorporation or organization	Primary Standard Industrial Classification Code Number	I.R.S Employer Identification No.
Accumed, Inc.	New Hampshire	5912	02-0449693
ASCO Healthcare of New England, Inc.	Maryland	5912	23-2762311
ASCO Healthcare of New England, Limited Partnership	Maryland	5912	23-2763886
ASCO Healthcare, Inc.	Maryland	5912	52-0816305
Automated Homecare System, LLC	Maryland		52-1924186
Care4, L.P.	Delaware	5912	22-3245022
CareCard, Inc.	Maryland	5912	52-1922239
Compass Health Services, Inc.	West Virginia		55-0730048
Concord Pharmacy Services, Inc.	Pennsylvania	5912	23-2710523
Delco Apothecary, Inc.	Pennsylvania	5912	23-2350209
Eastern Medical Supplies, Inc.	Maryland	5912	52-1469652
Eastern Rehab Services, Inc.	Maryland	5912	52-1794244
Encare of Massachusetts, Inc.	Delaware	5912	22-3398803
Genesis Health Services Corporation t/b/n NeighborCare Services Corporation	Delaware	5912	23-2585556
Genesis Holdings, Inc. t/b/n NeighborCare Holdings, Inc.	Delaware	5912	23-2555703
Geneva Sub, Inc.	Delaware	5912	01-0736704
H.O. Subsidiary, Inc.	Maryland	5912	52-1984081
Health Concepts and Services, Inc.	Maryland	5912	52-1415174
HealthObjects Corporation	Maryland	5912	52-1924186
Horizon Medical Equipment and Supply, Inc.	West Virginia	5912	55-0737885
Institutional Health Care Services, Inc.	New Jersey	5912	22-2750964
Main Street Pharmacy, L.L.C.	Maryland	5912	52-1925761
Medical Services Group, Inc.	Maryland	5912	52-1404049
NeighborCare Home Medical Equipment, Inc.	Pennsylvania	5912	23-2464608
NeighborCare Infusion Services, Inc.	Delaware	5912	52-1703628
NeighborCare of California, Inc.	California	5912	20-0092119
NeighborCare of Indiana, Inc	Indiana	5912	95-4482026
NeighborCare of Northern California, Inc.	California	5912	95-4480815
NeighborCare of Ohio, Inc.	Ohio	5912	20-0062112
NeighborCare of Oklahoma, Inc.	Oklahoma	5912	73-1586482
NeighborCare of Texas, Inc.	Texas	5912	20-0295118
NeighborCare of Virginia, Inc.	Virginia	5912	54-2058778
NeighborCare of Wisconsin, Inc.	Wisconsin	5912	39-1772439
NeighborCare Pharmacies, Inc.	Maryland	5912	52-1465507
NeighborCare Pharmacy of Oklahoma LLC	Oklahoma	5912	73-1586482
NeighborCare Pharmacy Services, Inc.	Delaware	5912	23-2963282
NeighborCare-Medisco, Inc.	California	5912	33-0308096
NeighborCare-ORCA, Inc.	Oregon	5912	93-0860559
NeighborCare-TCI, Inc.	Delaware	5912	95-4450977
Professional Pharmacy Services, Inc.	Maryland	5912	23-2847488
Suburban Medical Services, Inc.	Pennsylvania	5912	23-2014806
The Tidewater Healthcare Shared Services Group, Inc.	Pennsylvania	5912	23-2739587

601 East Pratt Street, 3^rd Floor
Baltimore, Maryland
(Address of principal executive offices) 21202
(Zip code)

6.875% Senior Subordinated Notes due 2013
(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.     Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.   List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)



4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)



6.

The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)



7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 29th day of April, 2004.

THE BANK OF NEW YORK
By:	/s/ VAN K. BROWN
Name:	VAN K. BROWN
Title:	VICE PRESIDENT

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin	$	3,752,987
	Interest-bearing balances		7,153,561
Securities:
	Held-to-maturity securities		260,388
	Available-for-sale securities		21,587,862
Federal funds sold and securities purchased under agreements to resell
	Federal funds sold in domestic offices		165,000
	Securities purchased under agreements to resell		2,804,315
Loans and lease financing receivables:
	Loans and leases held for sale		557,358
	Loans and leases, net of unearned income		36,255,119
	LESS: Allowance for loan and lease losses		664,233
	Loans and leases, net of unearned income and allowance		35,590,886
Trading Assets			4,892,480
Premises and fixed assets (including capitalized leases)			926,789
Other real estate owned			409
Investments in unconsolidated subsidiaries and associated companies			277,788
Customers' liability to this bank on acceptances outstanding			144,025
Intangible assets
	Goodwill		2,635,322
	Other intangible assets		781,009
Other assets			7,727,722
Total assets		$	89,257,901
LIABILITIES
Deposits:
	In domestic offices	$	33,763,250
	Noninterest-bearing		14,511,050
	Interest-bearing		19,252,200
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		22,980,400
	Noninterest-bearing		341,376
	Interest-bearing		22,639,024
Federal funds purchased and securities sold under agreements to repurchase
	Federal funds purchased in domestic offices		545,681
	Securities sold under agreements to repurchase		695,658
Trading liabilities			2,338,897

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		11,078,363
Bank's liability on acceptances executed and outstanding		145,615
Subordinated notes and debentures		2,408,665
Other liabilities		6,441,088
Total liabilities	$	80,397,617
Minority interest in consolidated subsidiaries		640,126
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,284
Surplus		2,077,255
Retained earnings		4,955,319
Accumulated other comprehensive income		52,300
Other equity capital components		0
Total equity capital		8,220,158
Total liabilities minority interest and equity capital	$	89,257,901

        I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,                       
Senior Vice President and Comptroller                        

        We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith   
Directors

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Exhibit 25.1

SIGNATURE

EXHIBIT 7

EX-99.1

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EXHIBIT 99.1

NEIGHBORCARE, INC.

LETTER OF TRANSMITTAL

For Tender of
6.875% Senior Subordinated Notes Due 2013
in exchange for
6.875% Senior Subordinated Notes due 2013
which have been registered under the Securities Act of 1933, as amended

Pursuant to the Prospectus dated                        , 2004

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004, UNLESS EXTENDED.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK

By Regular, Registered or Certified Mail, Overnight Courier or Hand Delivery	By Facsimile (Eligible Institutions Only)	To Confirm by Telephone
The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street - 7 East New York, NY 10286 Attn: Giselle Guadalupe	(212) 298-1915	(212) 815-6331

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

        The undersigned acknowledges that he or she has received and reviewed the Prospectus, dated                        , 2004 (the "Prospectus"), of NeighborCare, Inc., a Pennsylvania corporation (the "Company"), and substantially all of its subsidiaries, and this Letter of Transmittal (the "Letter"), which together constitute the Company's offer (the "Exchange Offer") to exchange its 6.875% Senior Subordinated Notes due 2013 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement of which the Prospectus is a part, for a like principal amount of the Company's issued and outstanding unregistered 6.875% Senior Subordinated Notes due 2013 (the "Initial Notes"), of which $250,000,000 aggregate principal amount is currently outstanding upon the terms and subject to the conditions set forth in the Prospectus. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Prospectus.

        For each Initial Note accepted for exchange, the Holder (as defined below) of such Initial Note will receive an Exchange Note having a principal amount equal to that of the surrendered Initial Note. The Exchange Notes will bear interest from the most recent date to which interest has been paid on the Initial Notes or, if no interest has been paid on the Initial Notes, from November 4, 2003. Accordingly, registered Holders of Exchange Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accrued from the

most recent date to which interest has been paid under the Initial Notes or, if no interest has been paid, from November 4, 2003. However, if that record date occurs prior to completion of the Exchange Offer, then the interest payable on the first interest payment date following the completion of the Exchange Offer will be paid to the registered Holders of the Initial Notes on that record date. Initial Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer and will be cancelled. Holders of Initial Notes whose Initial Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Initial Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

        The Exchange Offer will expire at 5:00 p.m., New York City time, on                , 2004 (the "Expiration Date") unless extended, in which case the term "Expiration Date" shall mean the last time and date to which the Exchange Offer is extended.

        This Letter is to be completed by a Holder of Initial Notes if (a) certificates representing Initial Notes are to be forwarded herewith, (b) tenders are to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company ("DTC") pursuant to the procedures set forth under the caption "The Exchange Offer—Book-Entry Transfer" in the Prospectus and an agent's message is not delivered or (c) tenders are to be made according to the guaranteed delivery procedure set forth under the caption "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. Holders of Initial Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Initial Notes into the Exchange Agent's account at DTC (a "Book-Entry Confirmation") and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Initial Notes according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. See Instruction 1.

        Tenders by book-entry transfer also may be made by delivering an agent's message in lieu of this Letter. The term "agent's message" means a message, transmitted by DTC to, and received by, the Exchange Agent, and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received and agrees to be bound by this Letter, and that the Company may enforce this Letter against such participant.

        As used in this Letter, the term "Holder" with respect to the Exchange Offer means any person in whose name Initial Notes are registered on the books of the Company or, with respect to interests in global notes held by DTC, any DTC participant listed in an official DTC proxy.

        The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. THE METHOD OF DELIVERY OF THIS LETTER, THE INITIAL NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

PLEASE READ THIS ENTIRE LETTER CAREFULLY BEFORE COMPLETING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED WITH THIS LETTER MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND LETTER SHOULD BE DIRECTED TO THE EXCHANGE AGENT AT [(212) 815-3738]. SEE INSTRUCTION 12.

2

BOX 1
TENDER OF INITIAL NOTES
List below the Initial Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Initial Notes should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF INITIAL NOTES TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK)		CERTIFICATE NUMBER(S)*	AGGREGATE PRINCIPAL AMOUNT OF INITIAL NOTES**
			Total:
*	Do not complete if Initial Notes are being tendered by book-entry transfer.
**	A Holder will be deemed to have tendered ALL Initial Notes unless a lesser amount is specified in this column. See Instruction 2. Initial Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiples thereof. See Instruction 1.

o

CHECK HERE IF TENDERED INITIAL NOTES ARE ENCLOSED HEREWITH.

o

CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution

        Account Number
Transaction Code Number

        By crediting the Initial Notes to the Exchange Agent's account at DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting to the Exchange Agent a computer generated agent's message in which the Holder of Initial Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter, the DTC participant confirms on behalf of itself and the beneficial owners of such Initial Notes all provisions of this Letter (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter to the Exchange Agent.

o

CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

        Name(s) of Registered Holder(s)

        Window Ticket Number (if any)

        Date of Execution of Notice of Guaranteed Delivery

        Name of Institution Which Guaranteed Delivery

3

        If Delivered by Book-Entry Transfer, Complete the Following:

        Name of Tendering Institution

        Account Number
Transaction Code Number

o

CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED INITIAL NOTES FOR YOUR OWN AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES.

        Name (and contact person)

        Address

        Telephone Number (including area code)

IF YOU CHECK THE ABOVE BOX, THE COMPANY WILL INQUIRE WITH YOU FROM TIME TO TIME AT THE ADDRESS AND TELEPHONE NUMBER PROVIDED ABOVE AND ON THE SIGNATURE PAGE TO THIS LETTER AS TO WHETHER YOU CONTINUE TO HOLD EXCHANGE NOTES IN ORDER TO SATISFY ITS OBLIGATION UNDER THE REGISTRATIONS RIGHTS AGREEMENT (AS DESCRIBED IN THE PROSPECTUS) TO KEEP THE REGISTRATION STATEMENT RELATING TO THE EXCHANGE NOTES CONTINUOUSLY EFFECTIVE, SUPPLEMENTED, AMENDED AND CURRENT THROUGH THE FIRST ANNIVERSARY OF THE CONSUMMATION OF THE EXCHANGE OFFER OR UNTIL ALL EXCHANGE NOTES HAVE BEEN SOLD, WHICHEVER PERIOD IS SHORTER, IN ORDER TO PERMIT RESALES OF EXCHANGE NOTES ACQUIRED BY YOU IN AFTER-MARKET TRANSACTIONS. IF YOU FAIL TO CONFIRM THAT YOU CONTINUE TO HOLD EXCHANGE NOTES, YOU WILL BE DEEMED TO HAVE SOLD ANY AND ALL EXCHANGE NOTES AND THE COMPANY WILL NO LONGER KEEP THE REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE, SUPPLEMENTED, AMENDED AND CURRENT OR MAKE THE PROSPECTUS AVAILABLE TO YOU FOR SUCH RESALES.

o

CHECK HERE IF YOU WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO AT THE ABOVE-LISTED ADDRESS.

        If the undersigned is not a broker-dealer, the undersigned represents that it has not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a copy of a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

4

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Initial Notes indicated in Box 1 of this Letter. Subject to, and effective upon, the acceptance for exchange of the Initial Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Initial Notes as are being tendered hereby.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered Initial Notes, with full power of substitution, among other things, to cause the Initial Notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Initial Notes, and to acquire the Exchange Notes issuable upon the exchange of such tendered Initial Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that: (1) any Exchange Notes acquired in exchange for Initial Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, (2) neither the Holder of such Initial Notes nor any such other person has engaged in, intends to engage in or has any arrangement or understanding with any person or entity to participate in, the distribution of such Exchange Notes in violation of the Securities Act, and (3) neither the Holder of such Initial Notes or any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company.

        The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to unrelated third parties, that the Exchange Notes issued pursuant to the Exchange Offer in exchange for the Initial Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Holders are not broker-dealers, such Exchange Notes are acquired in the ordinary course of such Holders' business and such Holders have no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. However, the SEC has not considered this Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to this Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, then the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes. If any Holder is an affiliate of the Company, or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such Holder (i) cannot rely on the applicable interpretations of the staff of the SEC, (ii) cannot participate in the Exchange Offer and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes, it represents that the Initial Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and that it has not entered into any arrangement or understanding with the Company or any "affiliate" of the Company to distribute the Exchange Notes received in the Exchange Offer and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale

5

of such Exchange Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer that acquired Initial Notes directly from the Company in a transaction other than as part of its market-making activities or other trading activities will not be able to participate in the Exchange Offer.

        The undersigned understands and agrees that the Company reserves the right not to accept tendered Initial Notes from any tendering Holder if the Company determines, in its sole and absolute discretion, that such acceptance could result in a violation of applicable securities laws. The undersigned further agrees that acceptance of any and all validly tendered Initial Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement (as described in the Prospectus).

        The undersigned will, upon request, execute and deliver any additional documents reasonably deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Initial Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer—Withdrawal Rights" section of the Prospectus. The Exchange Offer is subject to certain conditions, each of which may be waived in whole or in part prior to the Expiration Date, as described under the caption "The Exchange Offer—Conditions to the Exchange Offer." The undersigned understands and acknowledges that as a result of such conditions, the Company may not be required to accept for exchange, or to issue Exchange Notes in exchange for, any of the Initial Notes properly tendered hereby. In such event, the tendered Initial Notes not accepted for exchange will be returned to the undersigned without cost to the undersigned at the address shown below under the undersigned's signature(s) unless otherwise indicated in Box 2 below entitled "Special Issuance Instructions" and/or Box 3 below entitled "Special Delivery Instructions."

        By acceptance of the Exchange Offer, each broker-dealer that receives Exchange Notes pursuant to the Exchange Offer hereby acknowledges and agrees that upon the receipt of notice by the Company of the happening of any event which makes a statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein not misleading (which notice the Company agrees to deliver promptly to each broker-dealer), such broker-dealer will suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended and supplemented Prospectus to such broker-dealer.

        Unless otherwise indicated in Box 2 below entitled "Special Issuance Instructions," please issue the Exchange Notes (and, if applicable, substitute certificates representing Initial Notes for any Initial Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Initial Notes, please credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated under Box 3 below entitled "Special Delivery Instructions," please deliver the Exchange Notes (and, if applicable, substitute certificates representing Initial Notes for any Initial Notes not exchanged) to the undersigned at the address shown above in Box 1 under "Description of Initial Notes Tendered."

        The undersigned acknowledges that the Exchange Offer is subject to the more detailed terms set forth in the Prospectus and, in the case of any conflict between the terms of the Prospectus and this Letter, the Prospectus shall prevail.

        THE UNDERSIGNED, BY COMPLETING BOX 1 ENTITLED "TENDER OF INITIAL NOTES" AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE INITIAL NOTES AS SET FORTH IN SUCH BOX.

6

BOX 2

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 6)

        To be completed ONLY if Initial Notes not exchanged and/or Exchange Notes are to be issued in the name of someone other than the undersigned, or if Initial Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

Issue:	o	Exchange Notes
	o	Initial Notes

Name(s)	(Please Type or Print)
Address
Taxpayer Identification or Social Security No.

o
Credit unexchanged Initial Notes delivered by book-entry transfer to the DTC account set forth below:

(DTC Account Number, if applicable)

(Also complete Substitute Form W-9 below)

BOX 3

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 6)

        To be completed ONLY if Initial Notes not exchanged and/or Exchange Notes are to be sent to someone other than the undersigned, or to the undersigned at an address other than shown in Box 1 above.

Mail:	o	Exchange Notes
	o	Initial Notes

Name(s)	(Please Type or Print)
Address
Taxpayer Identification or Social Security No.

(Also complete Substitute Form W-9 below)

7

ALL TENDERING HOLDERS PLEASE SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 ON NEXT PAGE)

X
X
X
	(Signature(s) of Registered Holder(s) or Authorized Signatory)	(Date)

        Must be signed by the registered Holder(s) of Initial Notes exactly as the name(s) appear(s) on certificates for Initial Notes or on a security position listing, or by person(s) authorized to become registered Holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his, her or its full title below.

Please type or print name(s) and address(es)

Name(s):

Capacity (full title), if signing in a fiduciary or representative capacity:

Address(es) (including zip code(s)):

Telephone Number(s) (including area code):

Taxpayer Identification or Social Security No.:

SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)

Name of Eligible Guarantor Institution:

Authorized Signature:

Name and Title of Authorized Signatory:

Address (including zip code(s)):

Telephone Number(s) (including area code):

Date:

IMPORTANT: THIS LETTER (OR A FACSIMILE HEREOF), TOGETHER WITH THE CERTIFICATES FOR INITIAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

8

PAYORS NAME: THE BANK OF NEW YORK
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	PART 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number(s) OR Employer Identification Number
	PART 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Page 2 of enclosed Guidelines)
Payor's Request for Taxpayer Identification Number ("TIN")	PART 3 — Certification. — Under penalty of perjury, I certify that:
	(1)    The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
	(2)    I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3)    I am a U.S. person (including a U.S. resident alien).
	PART 4 —
	Awaiting TIN o
	CERTIFICATE INSTRUCTIONS — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).

Signature:	Date:
Name:
Address:

City:
State:
Zip Code:

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 4 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Depositary within 60 days, a portion of all reportable payments made to me thereafter will be withheld until I provide such a number.

Signature Date

NOTE:
FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU IN THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

9

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.     DELIVERY OF THIS LETTER AND INITIAL NOTES; GUARANTEED DELIVERY PROCEDURES.

        This Letter is to be completed by Holders of Initial Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth under the caption "The Exchange Offer—Book-Entry Transfer" in the Prospectus and an agent's message is not delivered. Certificates for all physically tendered Initial Notes, or a Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or a facsimile thereof or agent's message in lieu thereof), with any required signature guarantees, and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Initial Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiples thereof. Holders who tender their Initial Notes by delivering an agent's message do not need to submit this Letter.

        Holders whose certificates for Initial Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Initial Notes pursuant to the guaranteed delivery procedures set forth under the caption "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Guarantor Institution (as defined below), (ii) prior to 5:00 P.M., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Guarantor Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Initial Notes and the principal amount of Initial Notes tendered stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange ("NYSE") trading days after the Expiration Date, the certificates for all physically tendered Initial Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Guarantor Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Initial Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, together with a properly completed and duly executed Letter (or a facsimile thereof or agent's message in lieu thereof) with any required signature guarantees, and any other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the Expiration Date.

See "The Exchange Offer" section of the Prospectus.

2.     PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER).

        Tenders of Initial Notes will be accepted in integral multiples of $1,000. If less than all of the Initial Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of the Initial Notes to be tendered in Box 1 ("Description of Initial Notes Tendered") under "—Aggregate Principal Amount of Initial Notes." A reissued certificate representing the balance of non-tendered Initial Notes will be sent to such tendering Holder, unless otherwise provided in Box 2 ("Special Issuance Instructions") and/or Box 3 ("Special Delivery Instructions") of this Letter promptly after the Expiration Date. All of the Initial Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

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3.     SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

        If this Letter is signed by the registered Holder(s) of the Initial Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificate(s) without any change whatsoever. If this Letter is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the owner of the Initial Notes.

        If any tendered Initial Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

        If any tendered Initial Notes are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of Initial Notes.

        When this Letter is signed by the registered Holder(s) of the Initial Notes specified herein and tendered hereby, no endorsements of the tendered Initial Notes or separate bond powers are required. If, however, the Exchange Notes are to be issued, or any untendered Initial Notes are to be reissued, to a person other than the registered Holder(s), then endorsements of any Initial Notes transmitted hereby or separate bond powers are required. Signatures on the Initial Notes or bond powers must be guaranteed by an Eligible Guarantor Institution.

        If this Letter is signed by a person other than the registered Holder(s) of any Initial Notes specified herein, such Initial Notes must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered Holder(s) appear(s) on the Initial Notes (or security position listing) and signatures on the Initial Notes or bond power must be guaranteed by an Eligible Guarantor Institution.

        If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, must submit proper evidence satisfactory to the Company of their authority to so act.

        ENDORSEMENTS ON INITIAL NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM OR OTHER ENTITY IDENTIFIED IN RULE 17AD-15 UNDER THE EXCHANGE ACT AS AN "ELIGIBLE GUARANTOR INSTITUTION," INCLUDING (AS SUCH TERMS ARE DEFINED THEREIN) (I) A BANK, (II) BROKER, DEALER, MUNICIPAL SECURITIES BROKER OR DEALER OR GOVERNMENT SECURITIES BROKER OR DEALER, (III) A CREDIT UNION, (IV) A NATIONAL SECURITIES EXCHANGE, REGISTERED SECURITIES ASSOCIATION OR CLEARING AGENCY, OR (V) A SAVINGS ASSOCIATION THAT IS A PARTICIPANT IN A SECURITIES TRANSFER ASSOCIATION (EACH, AN "ELIGIBLE GUARANTOR INSTITUTION").

        SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION IF THE INITIAL NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF INITIAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN DTC WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF SUCH INITIAL NOTES) WHO HAS NOT COMPLETED BOX 2 ("SPECIAL ISSUANCE INSTRUCTIONS") OR BOX 3 ("SPECIAL DELIVERY INSTRUCTIONS") OF THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE GUARANTOR INSTITUTION.

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4.     SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

        Tendering Holders of Initial Notes should indicate in the Box 2 ("Special Issuance Instructions") and/or Box 3 ("Special Delivery Instructions") of this Letter the name and address to which Exchange Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Initial Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Initial Notes by book-entry transfer may request that Initial Notes not exchanged be credited to such account maintained at DTC as such Holder may designate hereon. If no such instructions are given, such Initial Notes not exchanged will be returned to the name and address of the person signing this Letter.

5.     TAXPAYER IDENTIFICATION NUMBER.

        Federal income tax law generally requires that a tendering Holder whose Initial Notes are accepted for exchange must provide the Company (as payor) with such Holder's correct Taxpayer Identification Number ("TIN") on the substitute Form W-9 contained in this Letter, which in the case of a tendering Holder who is an individual, is his or her social security number. If the Company is not provided with the current TIN or an adequate basis for an exemption from backup withholding, such tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, the Exchange Agent may be required to withhold 28 percent of the amount of any reportable payments made after the exchange to such tendering Holder of Exchange Notes. If withholding results in an overpayment of taxes, a refund may be obtained.

        Exempt Holders of Initial Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt Holders, other than foreign individuals, should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 and sign, date and return the form to the Exchange Agent. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions. If the tendering Holder of Initial Notes is a nonresident alien or foreign entity not subject to backup withholding, such Holder must give the Exchange Agent a completed Form W-8BEN Certificate of Foreign Status.

        To prevent backup withholding, each tendering Holder of Initial Notes must provide its correct TIN by completing the Substitute Form W-9 included with this Letter, certifying, under penalties of perjury, that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) the Holder is exempt from backup withholding, or (ii) the Holder has not been notified by the Internal Revenue Service that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the Holder that such Holder is no longer subject to backup withholding. If the Initial Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the W-9 Guidelines for information on which TIN to report. Failure to provide the information on the form may subject the Holder to 28 percent federal income tax backup withholding on all reportable payments to the Holder. If such Holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN, apply for a TIN and complete the "Certificate of Awaiting Taxpayer Identification Number" in the Substitute Form W-9. Making this certification means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If the Exchange Agent is not provided with a TIN within 60 days, the Exchange Agent will withhold 28 percent of all reportable payments to the Holder thereafter until a TIN is provided to the Exchange Agent.

        Failure to complete Substitute Form W-9 provided herein may result in backup withholding at the rate described above on future payments made to you under the Exchange Notes.

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6.     TRANSFER TAXES.

        The Company will pay or cause to be paid any transfer taxes applicable to the exchange of Initial Notes pursuant to the Exchange Offer. If, however, payment is to be made to, or if Exchange Notes and/or substitute Initial Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Initial Notes tendered hereby, or if tendered Initial Notes are registered in the name of any person other than the undersigned, or if a transfer tax is imposed for any reason other than the transfer of Initial Notes to the Company pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Initial Notes specified in this Letter.

7.     WAIVER OF CONDITIONS.

        The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

8.     NO CONDITIONAL TENDERS.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Initial Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Initial Notes for exchange.

        Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Initial Notes nor shall any of them incur any liability for failure to give any such notice.

9.     MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES.

        Any Holder whose Initial Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. This Letter and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.

10.   WITHDRAWAL RIGHTS.

        Tenders of Initial Notes may be withdrawn at any time prior to 5:00 P.M., New York City time, on the Expiration Date. For a withdrawal of a tender of Initial Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address on page 1 of this Letter prior to 5:00 P.M., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Initial Notes to be withdrawn (the "Depositor"), (ii) identify the Initial Notes to be withdrawn (including certificate number or numbers and the principal amount of such Initial Notes) and, in the case of a book-entry transfer, the number of the DTC account to be credited with the withdrawn Initial Notes, (iii) contain a statement that such Holder is withdrawing his election to have such Initial Notes exchanged, (iv) be signed by the Depositor in the same manner as the original signature on this Letter by which such Initial Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to permit the Trustee with respect to the Initial Notes to register the transfer of such Initial Notes in the name of the person withdrawing the tender and (v) specify the name in which such Initial Notes are registered, if different from that of the Depositor. If Initial Notes have been tendered pursuant to the

13

procedure for book-entry transfer set forth under the caption "The Exchange Offer—Book-Entry Transfer" in the Prospectus, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Initial Notes and otherwise comply with the procedures of such facility.

        All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Initial Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Initial Notes so withdrawn are validly retendered. Any Initial Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the Holder thereof without cost to such Holder (or, in the case of Initial Notes tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry transfer procedures set forth under the caption "The Exchange Offer—Book-Entry Transfer" in the Prospectus, such Initial Notes will be credited to an account maintained with DTC for the Initial Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Initial Notes may be retendered by following the procedures described above at any time on or prior to 5:00 P.M., New York City time, on the Expiration Date.

11.   IRREGULARITIES.

        The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Initial Notes, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Initial Notes not properly tendered or to not accept any particular Initial Notes which acceptance might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Initial Notes (including the right to waive the ineligibility of any Holder who seeks to tender Initial Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Initial Notes (including this Letter and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Initial Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Initial Notes for exchange, nor shall any of them incur any liability for failure to give such notification.

12.   REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter, the Notice of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated on page 1 of this Letter.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
ALL TENDERING HOLDERS PLEASE SIGN HERE (COMPLETE SUBSTITUTE FORM W-9 ON NEXT PAGE)
SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 3)
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

EX-99.2

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Exhibit 99.2

NEIGHBORCARE, INC.

NOTICE OF GUARANTEED DELIVERY

For Tender of
6.875% Senior Subordinated Notes Due 2013
in exchange for
6.875% Senior Subordinated Notes due 2013
which have been registered under the Securities Act of 1933, as amended

Pursuant to the Prospectus dated                        , 2004

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004, UNLESS EXTENDED (THE "EXPIRATION DATE").

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK

By Regular, Registered or Certified Mail, Overnight Courier or Hand Delivery	By Facsimile (Eligible Institutions Only)	To Confirm by Telephone
The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street - 7 East New York, NY 10286 Attn: Giselle Guadalupe	(212) 298-1915	(212) 815-6331

        This notice of guaranteed delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) of NeighborCare, Inc. (the "Company") if (1) certificates for NeighborCare, Inc. outstanding 6.875% Senior Subordinated Notes Due 2013 (the "Initial Notes") are not immediately available, (2) Initial Notes, the Letter of Transmittal and all other required documents cannot be delivered to the Exchange Agent prior to the Expiration Date (as defined above) or (3) the procedures for delivery by book-entry transfer cannot be completed prior to the Expiration Date. This notice of guaranteed delivery may be transmitted by facsimile or delivered by mail, hand or overnight courier to the Exchange Agent, as set forth above, prior to the Expiration Date, and must include a signature guarantee by an "Eligible Guarantor Institution" as set forth below. See "Exchange Offer—Procedures for Tendering Initial Notes" in the Prospectus (as defined below). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Prospectus.

        Transmission of this Notice of Guaranteed Delivery via facsimile to a number other than as set forth above or delivery of this Notice of Guaranteed Delivery to an address other than as set forth above will not constitute a valid delivery. The method of delivery of all documents, including certificates, is at the election and risk of the holder and delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Sufficient time should be allowed to assure timely delivery. The instructions accompanying the Letter of Transmittal should be read carefully before this Notice of Guaranteed Delivery is completed.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If an "Eligible Guarantor Institution," as defined in the Letter of Transmittal, is required to guarantee a signature on a Letter of Transmittal pursuant to the instructions therein, such signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal.

Ladies and Gentlemen:

        The undersigned hereby tenders to NeighborCare, Inc., a Pennsylvania corporation, upon the terms and subject to the conditions set forth in the prospectus dated            , 2004 (as it may be amended or supplemented from time to time, the "Prospectus") and the accompanying Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the aggregate principal amount of Initial Notes set forth below, pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures."

        The undersigned understands that no withdrawal of a tender of Initial Notes may be made after 5:00 p.m., New York City time, on the Expiration Date. The undersigned understands that for a withdrawal of a tender of Initial Notes to be effective, a written notice of withdrawal that complies with the requirements of the Exchange Offer must be timely received by the Exchange Agent at its address specified on the cover of this Notice of Guaranteed Delivery prior to the Expiration Date.

        The undersigned understands that the exchange of Initial Notes for Exchange Notes pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (i) such Initial Notes (or a book-entry confirmation of the transfer of such Initial Notes into the Exchange Agent's account at The Depository Trust Company ("DTC")), and (ii) the Letter of Transmittal (or facsimile thereof) with respect to such Initial Notes, properly completed and executed, with any required signature guarantees, this Notice of Guaranteed Delivery and any other documents required by the Letter of Transmittal or a properly transmitted agent's message. The term "agent's message" means a message, transmitted by DTC to, and received by, the Exchange Agent, and forming a part of the book-entry confirmation, which states that DTC has received an express acknowledgement from each participant tendering Initial Notes stating that the participant has received and agrees to be bound by the Letter of Transmittal, and that the Company we may enforce the Letter of Transmittal against such participant.

        All questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of tendered Initial Notes will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. The Company reserves the absolute right, in its sole and absolute discretion, to reject any and all tenders determined by the Company not to be in proper form or the acceptance of which, or exchange for, may, in the view of the Company or its counsel, be unlawful.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, legal representatives, personal representatives, successors and assigns of the undersigned.

Principal Amount of Initial Notes Tendered:
$
*

Certificate Nos. of Initial Notes (if available):

If Initial Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number:

Depository Trust Company Account Number:

*

Must be in denominations of principal amount of $l,000 and any integral multiple thereof.

2

PLEASE SIGN HERE

X
X
X
	(Signature(s) of Registered Holder(s) or Authorized Signatory)	(Date)

        Must be signed by the registered holder(s) of Initial Notes exactly as their name(s) appear(s) on certificate(s) for Initial Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his, her or its full title below.

Please type or print name(s) and address(es)

Name(s):

Capacity (full title), if signing in a fiduciary or representative capacity:

Address(es) (including zip code(s)):

Telephone Number(s) (including area code):

Questions and requests for assistance and requests for additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery may be directed to the Exchange Agent at the address specified on the cover hereof or to your broker, dealer, commercial bank, trust company or other nominee.

3

GUARANTEE OF DELIVERY
(This section must be completed; not to be used for signature guarantee)

        The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor institution," hereby guarantees to deliver to the Exchange Agent, at its number or address set forth above, either the Initial Notes tendered hereby in proper form for transfer or confirmation of the book-entry transfer of such Initial Notes to the Exchange Agent's account at DTC, pursuant to the procedures for book-entry transfer set forth in the Prospectus, together with one or more properly completed and duly executed Letters of Transmittal (or facsimile thereof), or an agent's message (as defined in the Prospectus) in lieu thereof, and any other documents required by the Letter of Transmittal prior to 5:00 P.M., New York City time, on the third New York Stock Exchange trading date after the Expiration Date, pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures."

        The undersigned acknowledges that no tender is complete unless the Exchange Agent receives all necessary documents within three New York Stock Exchange trading days after the Expiration Date and that the failure to deliver the necessary documents within such time period may result in financial loss to the undersigned.

Name of Firm:

Address (including zip code):

Telephone Number (including area code):

Authorized Signature:

Name (please print or type):

Title:

Date:

DO NOT SEND CERTIFICATES FOR THE INITIAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF INITIAL NOTES MUST BE MADE PURSUANT TO, AND ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

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PLEASE SIGN HERE
GUARANTEE OF DELIVERY (This section must be completed; not to be used for signature guarantee)

EX-99.3

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Exhibit 99.3

NEIGHBORCARE, INC.

OFFER TO EXCHANGE REGISTERED
6.875% SENIOR SUBORDINATED NOTES DUE 2013
FOR ANY AND ALL OUTSTANDING
UNREGISTERED 6.875% SENIOR SUBORDINATED NOTES DUE 2013

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON            , 2004, UNLESS EXTENDED (THE "EXPIRATION DATE").

To Our Clients:

        Enclosed for your consideration is a prospectus dated                , 2004 (as the same may be amended or supplemented from time to time, the "Prospectus") and the accompanying Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by NeighborCare, Inc., a Pennsylvania corporation (the "Company") to exchange an aggregate principal amount of up to $250,000,000 of its 6.875% Senior Subordinated Notes due 2013 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its outstanding 6.875% Senior Subordinated Notes due 2013 (the "Initial Notes"). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated November 4, 2003, by and among the Company, substantially all of the subsidiaries of the Company and the initial purchasers referred to therein. As set forth in the Prospectus, the terms of the Exchange Notes are identical in all material respects to the Initial Notes, except that the Exchange Notes have been registered under the Securities Act and therefore (1) will not be subject to certain restrictions on their transfer, (2) will not be entitled to registration rights and (3) will not contain provisions providing for an increase in the interest rate thereon under the circumstances set forth in the Registration Rights Agreement as described in the Prospectus. Initial Notes may be tendered in a principal amount of $1,000 and integral multiples of $l,000.

        We are forwarding the enclosed materials to you as the beneficial owner of Initial Notes held by us for your account or benefit but not registered in your name. We may tender Initial Notes in the Exchange Offer as the registered holder only if you so instruct us. Therefore, the Company urges you, as a beneficial owner of Initial Notes registered in our name, to contact us promptly if you wish to exchange Initial Notes in the Exchange Offer.

        Accordingly, we request instructions as to whether you wish us to exchange any or all Initial Notes held by us for your account or benefit pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to exchange your Initial Notes.

        You should forward instructions to us as promptly as possible in order to permit us to exchange Initial Notes on your behalf in accordance with the terms of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on            , 2004, unless extended (the "Expiration Date"). A tender of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

        We call your attention to the following:

1.

The Exchange Offer is for the exchange of $l,000 principal amount of Exchange Notes for each $1,000 principal amount of Initial Notes. $250,000,000 aggregate principal amount of the 6.875% Senior Subordinated Notes due 2013 are outstanding as of the date of the Prospectus.



2.

Based upon interpretations by the staff of the Securities and Exchange Commission (the "SEC") set forth in no action letters issued to unrelated third parties in other transactions,

Exchange Notes issued pursuant to the Exchange Offer in exchange for Initial Notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than a holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or a "broker" or "dealer" registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder's business and such holder is has not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of such Exchange Notes. See "Shearman & Sterling," SEC No-Action Letter (available July 2, 1993), "Morgan Stanley & Co., Inc.," SEC No-Action Letter (available June 5, 1991) and "Exxon Capital Holding Corporation," SEC No-Action Letter (available May 13, 1988). Accordingly, each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

3.

The Exchange Offer is subject to the conditions described in the section entitled "The Exchange Offer—Conditions to the Exchange Offer" of the Prospectus. Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, the Company will not be required to accept for exchange, or to exchange any Exchange Notes for, any Initial Notes and may terminate the Exchange Offer (whether or not any Initial Notes have been accepted for exchange) or may waive any conditions to or amend the Exchange Offer, if any of the conditions described in the Prospectus under "The Exchange Offer—Conditions to the Exchange Offer" have occurred or exist or have not been satisfied.



4.

The Exchange Offer is not conditioned on any minimum aggregate principal amount of Initial Notes being tendered. The Exchange Notes will be exchanged for the Initial Notes at the rate of $1,000 principal amount of Initial Notes.



5.

Tendered Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.



6.

The Company has agreed to pay certain of the expenses of the Exchange Offer, and will pay any transfer taxes incident to the transfer of Initial Notes from the tendering holder to the Company, except as provided in the Prospectus and the Letter of Transmittal.

        NeighborCare, Inc. is not making the Exchange Offer to, nor will it accept tenders from or on behalf of, holders of Initial Notes residing in any jurisdiction in which the making of the Exchange Offer or the acceptance of tenders would not be in compliance with the laws of that jurisdiction.

        If you wish us to tender any or all of your Initial Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the attached instruction form. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to exchange Initial Notes held by us and registered in our name for your account or benefit.

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INSTRUCTIONS

        The undersigned acknowledge(s) receipt of your letter and the materials enclosed with and referred to in your letter relating to the Exchange Offer made by the Company with respect to the Initial Notes.

        This will instruct you to tender for exchange the aggregate principal amount of Initial Notes indicated below or, if no aggregate principal amount is indicated below, all Initial Notes held by you for the account or benefit of the undersigned, pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.

        The undersigned expressly agrees to be bound by the enclosed Letter of Transmittal and that such Letter of Transmittal may be enforced against the undersigned, unless withdrawn timely.

        If the undersigned instructs you to tender Initial Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, (ii) neither the undersigned nor any such other person has engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of such Exchange Notes, (iii) the undersigned is not an "affiliate," as defined under Rule 405 of the Securities Act, of the Company. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a copy of a prospectus in connection with any resale of the Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

o

Please tender the Initial Notes held by you for my account as indicated below:

Aggregate principal amount of Initial Notes to be tendered for exchange: $                    *

* I (we) understand that if I (we) sign this instruction form without indicating an aggregate principal amount of Initial Notes in the space above, all Initial Notes held by you for my (our) account will be tendered for exchange.

o

Please do not tender any Initial Notes held by you for my account.

Signature(s):

Name(s) (Please type or print):

Tax Identification or Social Security Number(s):

Capacity (full title), if signing in a fiduciary or representative capacity:

Telephone Number(s) (including area code):

Address(es) (including zip code(s)):

Date:

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QuickLinks

INSTRUCTIONS

EX-99.4

Exhibit 99.4

NEIGHBORCARE, INC.

OFFER TO EXCHANGE REGISTERED
6.875% SENIOR SUBORDINATED NOTES DUE 2013
FOR ANY AND ALL OUTSTANDING
UNREGISTERED 6.875% SENIOR SUBORDINATED NOTES DUE 2013

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004, UNLESS EXTENDED (THE "EXPIRATION DATE").

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

        NeighborCare, Inc. ("we" or the "Company") is offering, upon the terms and subject to the conditions set forth in the prospectus dated            , 2004 (as the same maybe amended or supplemented from time to time, the "Prospectus") and the accompanying Letter of Transmittal enclosed herewith (which together constitute the "Exchange Offer"), to exchange up to $250,000,000 aggregate principal amount of our 6.875% Senior Subordinated Notes Due 2013 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of our outstanding 6.875% Senior Subordinated Notes Due 2013 (the "Initial Notes"). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated November 4, 2003, by and among the Company, substantially all of the subsidiaries of the Company and the initial purchasers referred to therein. As set forth in the Prospectus, the terms of the Exchange Notes are identical in all material respects to the Initial Notes, except that the Exchange Notes have been registered under the Securities Act and therefore (1) will not be subject to certain restrictions on their transfer, (2) will not be entitled to registration rights and (3) will not contain provisions providing for an increase in the interest rate thereon under the circumstances set forth in the Registration Rights Agreement as described in the Prospectus.

        The Exchange Offer is not conditioned on any minimum aggregate principal amount of Initial Notes being tendered, except that the Initial Notes may be tendered only in a principal amount of $1,000 and integral multiples of $l,000.

        The Exchange Offer is subject to the conditions described in the section entitled "The Exchange Offer—Conditions to the Exchange Offer" of the Prospectus. Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, the Company will not be required to accept for exchange, or to exchange any Exchange Notes for, any Initial Notes and may terminate the Exchange Offer (whether or not any Initial Notes have been accepted for exchange) or may waive any conditions to or amend the Exchange Offer, if any of the conditions described in the Prospectus under "The Exchange Offer—Conditions to the Exchange Offer" have occurred or exist or have not been satisfied.

        We are requesting that you contact your clients for whom you hold Initial Notes regarding the Exchange Offer. Enclosed herewith for your information and forwarding to your clients for whom you hold Initial Notes registered in your name or in the name of your nominee, or who hold Initial Notes registered in their own names, are copies of the following documents:

        1.     The Prospectus, dated                        , 2004;

        2.     The Letter of Transmittal for your use in connection with the exchange of Initial Notes and for the information of your clients (facsimile copies of the Letter of Transmittal may be used to tender Initial Notes);

        3.     A form of letter which may be sent to your clients for whose accounts you hold Initial Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer;

        4.     A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if the procedure for book-entry transfer cannot be completed on a timely basis or if the certificates for Initial Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date; and

        5.     Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9.

Your prompt action is requested. Please note the Exchange Offer will expire at 5:00 p.m., New York City time, on            , 2004, unless extended. Please furnish copies of the enclosed materials to those of your clients for whom you hold Initial Notes registered in your name or in the name of your nominee as quickly as possible.

        Depository Trust Company ("DTC") participants will be able to execute tenders through the DTC Automated Tender Offer Program.

        In all cases (other than with respect to the guaranteed delivery procedures described below), exchanges of Initial Notes pursuant to the Exchange Offer will be made only after the Exchange Agent (as defined in the Prospectus) receives the following documents by 5:00 p.m., New York City time, on the Expiration Date: (1) certificates representing such Initial Notes, or a book-entry confirmation (as defined in the Prospectus), as the case may be, (2) the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, or an agent's message (as defined in the Prospectus) in lieu thereof, and (3) any other required documents.

        Holders who wish to tender their Initial Notes and (1) whose certificates for the Initial Notes are not immediately available, (2) who cannot deliver their Initial Notes, the Letter of Transmittal or an agent's message and any other required documents to the Exchange Agent prior to the Expiration Date, or (3) who cannot complete the procedures for delivery by book-entry transfer prior to the Expiration Date, must tender their Initial Notes according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus.

        We are not making the Exchange Offer to, nor will we accept tenders from or on behalf of, holders of Initial Notes residing in any jurisdiction in which the making of the Exchange Offer or the acceptance of tenders would not be in compliance with the laws of such jurisdiction.

        We will not make any payments to brokers, dealers or other persons for soliciting acceptances of the Exchange Offer. We will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. We will pay or cause to be paid any transfer taxes payable on the transfer of Initial Notes to us, except as otherwise provided in the Prospectus and the Letter of Transmittal.

        Questions and requests for assistance with respect to the Exchange Offer or for copies of the Prospectus and the Letter of Transmittal may be directed to the Exchange Agent at its numbers and address set forth in the Prospectus and the Letter of Transmittal.

Very truly yours,

NEIGHBORCARE, INC.

Nothing contained in this letter or in the enclosed documents shall constitute you or any other person as an agent of the Company, any affiliate of the Company or the Exchange Agent, or authorize you or any other person to make any statements or use any document on behalf of any of them in connection with the Exchange Offer other than the enclosed documents and the statements contained therein.