CAPSTONE PHARMACY SIGNS LETTER OF INTENT TO ACQUIRE MEDIDYNE.

BALTIMORE, Md.--(BUSINESS WIRE)--MAY 22, 1996--CAPSTONE PHARMACY SERVICES, INC. (Nasdaq NM Symbol: DOSE (common stock), DOSEW (warrants)) today announced that it has signed an agreement to acquire the operating assets of MediDyne Corporation, a New Jersey-based Medicare Part B company from a subsidiary of Counsel Corporation (NASDAQ: CXSNF) (TSE: CXS).

Counsel, the largest shareholder of Capstone at approximately 25%, acquired MediDyne at the same time that Capstone acquired the IV business owned by an affiliate of MediDyne, and will sell MediDyne to Capstone. Counsel's acquisition of MediDyne allowed Capstone to complete its due diligence of MediDyne prior to completion of this purchase. The closing of the acquisition, assuming closing conditions are satisfied, is targeted for May 1996. The transaction is expected to be completed with all cash.

MediDyne Corporation is a leading supplier of enteral nutrition and urological products and services to approximately 180 nursing homes with approximately 27,000 patient beds in New York and New Jersey. The company provides in-service training and billing services and has developed standardized procedures and reporting systems for treatment authorization, reimbursement and patient monitoring.

Dirk Allison, President of Capstone, said, "MediDyne is one of the largest independent Medicare Part B companies in New York and New Jersey. MediDyne's revenue and earnings have steadily increased through expansion of its services and focus on customer service. The company utilizes nurses as its account representatives. Upon closing, the acquisition is expected to generate annualized revenues in excess of $12 million in 1996."

Mr. Allison continued, "We are extremely pleased with the addition of MediDyne's management team. We look forward to the knowledge and expertise they will bring to Capstone."

Mr. Allison continued, "The addition of Medicare Part B services to our recently added IV services will allow Capstone to become a full-service provider of ancillary services to the long-term care market. We believe Capstone will be able to fill the need of nursing home operators seeking to reduce costs, increase efficiency and improve the levels of nursing home care."

Capstone Pharmacy Services, Inc. is a leading provider of extended care institutional pharmacy services to nursing homes with over 44,000 patient beds. Capstone is also the leading provider of pharmacy services to correctional systems in the U.S., serving over 110,000 inmates.

Forward looking statements made in this release involve a number of risks and uncertainties, including, but not limited to, changes in government reimbursement, government regulation and health care reforms, ability to execute on the company's acquisition program, both in finding suitable acquisitions and financing therefor, changing economic and market conditions and other risk factors detailed in the company's Securities and Exchange Commission filings.

CONTACT: Dirk Allison

President

[phone]

or

Morris Perlis

Counsel Corporation

[phone]

or

Julie Vicelja

Lippert/Heilshorn

[phone]