MCGAW, INC. AND CORAM HEALTHCARE AGREEMENT

(REDACTED)

EXHIBIT 10.6

XXXXX, INC.
AND
CORAM HEALTHCARE AGREEMENT

The following Agreement has been mutually agreed upon by XxXxx, a Delaware
corporation located at 0000 XxXxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 (hereinafter
"XxXxx") and Xxxxx Healthcare Corporation located at 0000 00xx Xxxxxx, Xxxxxx,
Xxxxxxxx 00000 (hereinafter "Customer").

WHEREAS, XxXxx desires to sell certain Products and Customer desires to purchase
said Products in connection with the alternate site infusion therapy business
conducted by the Customer's subsidiaries.

NOW THEREFORE, the parties agree as follows:

PRODUCT CATEGORIES

Customer agrees to purchase the Products ("Products") detailed in Exhibit I
(Coram Healthcare Confidential Net Price List) and further agrees that XxXxx
will be its primary source of supply for said Products and for all Products in
the following categories as defined by Coram's December 14, 1994 request for
proposal during the term herein. "Primary source" shall be defined as
) of the annual unit volume usage from each of the identified product
categories.

Amino Acids Dextrose Components
I.V. Solutions I.V. Administration Sets (Gravity)
Mini Bags Gravity Mixing Bags
I.V. Fat Irrigation Solutions
TPN Compounding Equipment and Mixing Bags

EXCLUSIVE USE

Customer agrees that all items purchased under this Agreement shall be for the
exclusive use of its owned facilities or for its patients.

CONTRACT PERIOD

This Agreement covers a sixty three (63) month period and shall commence
December 1, 1995 and end February 28, 2001. This Agreement supersedes any and
all other Agreements governing the subject matter herein executed prior to the
aforementioned effective date.

PRICE PROTECTION

Pricing will be held firm through the first three (3) contract years (December
1, 1995 to November 30, 1998). Price increases for the fourth (4th) contract
year (December 1, 1998 to November 30, 1999) and the remaining fifteen (15)
month period (December 1, 1999 to February 28, 2001) shall be limited to a
maximum two and one half percent (2.5%) or the CPI, whichever is lower. Should
Customer's purchases of disposable Products exceed

), Customer shall receive no price
increase for the fourth (4th) contract year. Should Customer's purchase of
disposable Products exceed dollars during fourth (4th) contract year
(December

1 November 17, 1995
Confidential - Company Proprietary

(REDACTED)

1, 1998 to November 30, 1999), Customer shall receive no price increase for the
remaining fifteen (15) month period.

MINIMUM COMMITMENT

Customer shall purchase a minimum of dollars
of the product during the first year of the Agreement and dollars
for each year thereafter (the "Minimum Committed Dollar Volume") unless
Customer's failure to purchase the Minimum Committed Dollar Volume is due to
XxXxx'x failure to supply Customer's orders for any reason including "Force
Majeure" set out below. For purposes of this Agreement "purchases" shall mean
the net invoice price for each product ordered and invoiced less any returns or
credits.

TERMINATION

Customer shall have the right to terminate this Agreement after sixty (60) days
written notice if XxXxx fails to provide Products or service of a quality or
technical level which fail to meet ordinary standards of medical care industry.
Should Customer or any acquirer, or other successor in interest, of Customer
intend to terminate this Agreement for any other reason, Customer shall give to
XxXxx a six (6) month written notice of such intent. In such event, Customer
shall reimburse XxXxx the prorated over the remaining
term of this Agreement at a rate of dollars per uncompleted
quarter plus a lump sum early termination penalty to be paid within sixty (60)
days of the early termination date in accordance with the following matrix:

EARLY
TERMINATION DATE PENALTY
-------------------- -------

12/1/95 to 11/30/96
12/1/96 to 11/30/97
12/1/97 to 11/30/98
12/1/98 to 11/30/99
12/1/99 to 02/28/01

XxXxx shall have the right to terminate this Agreement if Customer fails to meet
XxXxx'x published payment terms.

NEW BRANCH PHARMACIES

Pricing offered under this contract shall be exclusive to Customer and
Customer's branch pharmacies in effect as of the effective date of this
Agreement. Customer shall notify XxXxx of its intent to add a new branch
pharmacy to this contract before such branch pharmacy will be entitled to
purchase pursuant to the terms and conditions of this Agreement.

FORCE MAJEURE

XxXxx shall be excused from any delay in, or impossibility of, performance due
to any cause beyond its or its supplier's or subcontractor's control, including
but not limited to, acts of God, war, acts of government, acts of purchaser,
priorities or allocations, raw material shortages, energy or fuel shortages,
fire, flood, strike or labor trouble, sabotage, or delay in obtaining labor,
materials, equipment, or transportation. Customer agrees that XxXxx may allocate
its Products among all purchasers as it deems appropriate, without liability.

2 November 17, 1995
Confidential - Company Proprietary

(REDACTED)

DELIVERY

Shipments will be made by XxXxx to Customer FOB destination. Shipments and
xxxxxxxx of Customer's patients will be the sole responsibility of the Customer.

PAYMENT/TERMS

Invoice terms are Net 90 days during the first fifteen (15) months, Net 45 days
during the next twelve (12) months, and Net 30 days during to remaining
thirty-six (36) months of the Agreement. If the conversion process is not
completed within the first ninety (90) days of this Agreement, the ninety (90)
day Net term period will be adjusted by mutual agreement.

Pricing, minimum order quantities, shipping policies, returns, warranty and
damage or loss in transit policies will be in effect as outlined in the current
XxXxx published General Ordering Information Policies attached hereto as Exhibit
II and as amended by XxXxx from time to time. Any applicable sales, use,
privilege, excise, personal property or other taxes imposed or levied in
connection with this Agreement, whether federal, state or local shall be
separately stated in XxXxx'x invoice and shall be paid by Customer in addition
to the prices quoted in Exhibit I. Orders and xxxxxxxx shall be as set forth
hereunder.

MINIMUM ORDERS

Orders under $200 per invoice will be subject to a $40 service charge.

RETURN GOODS POLICY

Refer to Exhibit II.

SPECIAL INCENTIVES

XxXxx will pay an annual ) compliance rebate.
Compliance will be measured by branch and defined as )
The compliance rebate will be paid in the form of a credit memorandum within
sixty (60) days of the close of the first fifteen (15) month period and each
twelve (12) month contract period thereafter.

MEET THE MARKET CLAUSE

MOST FAVORED NATIONS CLAUSE

XxXxx extends a commitment to Customer under which XxXxx guarantees its lowest
net aggregate pricing based upon product mix.

Prices will be compared on a total contract basis (prices applied to actual
usage figures for all products) rather than a line item basis.

3 November 17, 1995
Confidential - Company Proprietary

(REDACTED)

RENEGOTIATION OPTION

Should Customer purchase twenty one million ($21,000,000) dollars covered in the
nine (9) Product Categories annually, additional
discounts shall be negotiated in good faith. This additional discount

COMPARABLE ITEMS

In the event of a backorder, XxXxx reserves the right to substitute mutually
agreeable equivalent Products. Substitute Products may be delivered only with
prior approval of Customer. Substitute Products will be priced equal to or lower
than contracted prices for the items backordered. In the event XxXxx cannot
provide a substitute product, Customer may purchase the product(s) from other
sources and charge XxXxx for any cost of purchase in excess of the contracted
price for the period of time said Product(s) are on backorder. However, XxXxx
shall have the right to drop said backordered Product from this Agreement upon
30 days notice to Customer, and no further reimbursement for the excess cost
will be due. Should XxXxx stop manufacturing a Product, Customer shall not have
the right to remove the entire product category from the agreement if other
mutually acceptable XxXxx Products are available.

PRODUCT SHIFT

Customer shall have the right to, at its own discretion, shift usage to other
Products that it deems more clinically or financially acceptable due to
technological changes or changes in payers reimbursement providing the shift in
product use represents a transfer in unit usage to other XxXxx Products if
available and previously presented to Customer.

CONVERSION PROCESS

XxXxx agrees to issue to Customer covering the
cost (calculated from Exhibit I) of all competitive inventory (identified within
the nine (9) designated Product Categories) remaining in Customer's pharmacies
providing said pharmacies make determined and conscientious best efforts to
maximize the utilization of all remaining competitive inventory during the sixty
(60) day conversion period.

XxXxx will pay to Customer a dollar
within sixty (60) days of the commencement of the term hereof. Customer agrees
to have commenced the IV. system conversion to the nine (9) Product Categories
set out above by that time. The Conversion Implementation Incentive will be paid
in the form of a credit memorandum.

HIGH SPEED COMPOUNDING EQUIPMENT

Customer agrees to use XxXxx mixing bags, with the exception of dual chamber
mixing bags, exclusively on all Auto-Mix devices. Customer agrees to replace all
Auto-Mix units with a HyperFormer(R) System by November 30, 1996. A XxXxx
HyperFormer System shall be made available, at no charge, to each Customer
pharmacy purchasing a minimum of two thousand (2,000) mixing bags annually per
compounding unit.

4 November 17, 1995
Confidential - Company Proprietary

(REDACTED)

COST DIFFERENTIAL ADJUSTMENT

During the first contract year, XxXxx will reimburse Customer up to a maximum of
dollars for any cost difference incurred in the
acquisition of competitive mini-bag inventory and Auto-Mix(TM) Administration
Sets. Should Customer not utilize the entire dollars
cost differential adjustment, the unspent balance will be divided equally
between Customer and XxXxx.

TRADEMARKS AND TRADE NAMES

Customer may not change, mutilate, obscure, remove or deface Trademarks, Trade
Names or Labels appearing on any XxXxx Product

COMPLIANCE WITH LAWS

Customer will comply with all Federal and State dispensing Laws and regulations
and will, upon XxXxx'x request, certify that its procedures with respect to any
home care patient are in full compliance with such laws and regulations.

ADDITIONAL ITEMS

Customer will provide XxXxx the opportunity to evaluate SafeLine(TM) and/or
Clave(TM) needle free Products, Sigma pumps, and the Stratus(TM) Ambulatory
Infusion System prior to a decision by Customer to purchase any of these
Products during the term of this contract. Providing these Products meet
Customer's clinical standards and financial requirements, XxXxx will be awarded
the business under a new product category with compliance outlined under Product
Categories.

ENTIRE AGREEMENT

The Agreement and attached Exhibits I and II are the entire Agreement between
the parties hereto, there being no prior written or oral promises or
representations not incorporated herein.

APPLICABLE LAW

This Agreement shall be governed by the laws of the State of California
excluding any choice of law rules which may direct the application of the laws
or any other jurisdiction.

AMENDMENTS

No amendment or modification of the terms of this Agreement shall be binding on
either party unless reduced to writing and signed by an authorized
representative of the party to be bound.

ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the parties
hereto, their respective heirs, permitted successors and assigns. This Agreement
may not be assigned, transferred or in any way disposed of by Customer without
the prior written consent of XxXxx, which consent shall not be unreasonably
withheld.

SEVERABILITY

Each provision of this Agreement shall be valid and enforced to the fullest
extent permitted by law. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision.

5 November 17, 1995
Confidential - Company Proprietary

(REDACTED)

NO AGENCY

The relationship between XxXxx and Customer established by this Agreement is
solely that of a seller and buyer, and neither party is in any way the legal
representative or agent of the other. Neither party is authorized or empowered
to assume any obligation of any kind, implied or expressed, on behalf of the
other party, without the express written consent of the other.

INDEMNIFICATION

The parties hereby acknowledge and agree that the Customer is a party to various
agreements with the suppliers of the products and supplies needed to operate its
business and that the relationship contemplated by this Agreement was offered by
XxXxx pursuant to a request for proposal submitted by the Customer. Because the
performance of this Agreement by the Customer may cause the Customer to change
its current purchasing patterns, which Customer represents it has the right to
do, the Customer hereby agrees to indemnify and hold XxXxx harmless from and
against any claims that may be made against XxXxx arising out of the Customer's
execution, delivery or performance of this Agreement, whether such claims arise
out of Contract of Tort. In the event that such claims shall arise, XxXxx shall
notify the Customer, and the Customer shall have the right to choose the
Attorneys representing XxXxx. Additionally, Customer shall have the right to
control the defense, settlement and resolution of such claims.

COUNTERPARTS

For the convenience of the parties hereto, this Agreement may be executed in one
or more counterparts, each of which shall be deemed an original for all
purposes.

AGREED AND ACCEPTED,

CORAM HEALTHCARE CORPORATION XxXXX INC.
THIS 17th DAY OF NOVEMBER 1995 THIS 17th DAY OF NOVEMBER 1995

/s/ XXXXXX X. XXXX /s/ XXXXXX X. XXXXXXXXX
---------------------------- ----------------------------------
(Signature) (Vice President, Corporate Accounts)

Xxxxxx X. Xxxx 11/17/95
---------------------------- ----------------------------------
(Typewritten Name/Title) (Date)

11/17/95 /s/ XXXXXXX X. XXXXXX
---------------------------- ----------------------------------
(Date) (Manager, Corporate Accounts)

11/21/95
----------------------------------
(Date)

6 November 17, 1995
Confidential - Company Proprietary

EXHIBIT II

================================================================================
GENERAL ORDERING INFORMATION
================================================================================

PRICING POLICY: Terms, conditions, or pricing on customer's purchase orders
deviating from XxXxx Inc. terms, conditions, and pricing will not be honored
unless prior commitment is made by McGaw in Irvine, California. All pricing
quotes must be documented, signed by a McGaw representative and are not valid
unless approved by McGaw Sales/Marketing Executive Offices in Irvine,
California. The prices shown in this price list refer to full case quantities.
Prices do not include state or local tax. Taxes will be added where applicable
unless appropriate proof of tax exemption is provided.

VOLUME DISCOUNTS: Discounts from List Prices are normally given in consideration
of volume usage. Volume discounts quoted are subject to acceptance by our
Executive Offices in Irvine, California and must be in writing. Acceptance shall
be only by letter or Agreement.

PRICING SOLICITATIONS: Send all pricing solicitations for products in this
catalog to Attn: Bids Department, McGaw Inc., X.X Xxx 00000, Xxxxxx, Xxxxxxxxxx
00000-0000.

TERMS OF SALE: Payment terms are those as stated on our invoices.

DISCOUNTS: If discount terms apply, discounts should be taken at the time of
payment. Requests for discounts not taken at the time of payment will be limited
to six months from the date of payment. Discounts will not be reimbursed if
request is received after six months from date of payment or if payment received
after discount due date.

INVOICE XXXXXXXX:

1. Any disputed amounts may be withheld until resolved. THE BALANCE OF THE
INVOICE, NOT IN DISPUTE, MUST BE REMITTED PER TERMS. Cash discounts will be
allowed only on that portion of the invoice that is paid within the normal
discount period.

2. The disputed item for deduction should be explained by forwarding
information with remittance or documentation mailed to Attn: Customer
Service Department, XxXxx, Inc., XX Xxx 00000, Xxxxxx, XX 00000-0000. In
the case of shortage, damage, breakage etc., a copy of the carrier delivery
receipt noting the exception, must be forwarded for prompt credit
adjustment.

3. Balances remaining unpaid at due date are subject to a service charge of
1 1/3% per month or the highest rate permitted by law, whichever is lower,
until paid. Any discounts or credits will be applied against delinquent
balances before reimbursement is made. If payments become more than sixty
(60) days in arrears, supplier shall have the right to cancel the agreement
at its sole discretion.

TAX INFORMATION: Resale/exemption certificates are required in order to be
exempt from applicable taxes. Tax adjustments will be limited to sixty (60) days
after invoice date. Call the Tax Department for further information at (800)
624-2927.

MINIMUM ORDER QUANTITY: All products must be ordered in full case quantities.
Orders received with a value of less than $200.00 will be subject to a handling
charge of $40.00. (Pharmaceutical products excluded.)

RETURNED GOODS POLICY: Product returns are subject to the following conditions.

1. All items ORDERED IN ERROR, SHIPPED IN ERROR or deemed by the XxXxx
Representative as EXCESS STOCK may be considered for return.

2. Items ORDERED or SHIPPED IN ERROR may be returned to the local shipping
warehouse provided customer service is notified and the products are
returned within thirty (30) days. Items ORDERED IN ERROR must be returned
freight prepaid by the customer. Call Customer Service to arrange for the
return of the merchandise (000) 000-0000.

3. Before returning EXCESS STOCK, authorization must be issued by a XxXxx
Sales Representative. A Returned Goods Authorization Form (RGA) must be
completed. The form requires lot numbers, quantities and catalog numbers
along with a specific reason for return. Only items appearing on an
approved RGA form are acceptable for return. UNAUTHORIZED RETURNS WILL BE
DESTROYED and no credit issued.

4. All EXCESS STOCK returned goods must be shipped Freight Prepaid to XxXxx,
Inc., 0000 XxXxx Xxxxxx, Xxxxxx, XX 00000-0000.

5. All returns are subject to a 25% HANDLING/RESTOCKING CHARGE. Items shipped
in error must be returned within thirty (30) days from receipt and will be
exempt from this charge.

6. Credit will be issued for all returns provided.

a. Products have at least one year shelf-life remaining or products with
original expiration dating of eighteen months or less have at least
six months shelf-life remaining.

b. Proper authorization has been obtained.

c. Cartons resealed by customer are not eligible to return.

d. Products are current inventory items.

e. Merchandise has been shipped and billed to the customer by XxXxx.

7. Certain products ARE NOT ELIGIBLE for return. These are:

a. Products which have deteriorated because of improper handling, abuse
or other factors beyond the control of XxXxx.

b. Products which have been opened, partly used or which the labels or
seals have been removed or tampered.

c. Products which have been involved in a special promotion sale.

d. Broken, damaged or opened cases.

e. Special products made to the customer's specification.

f. Sets or devices over three (3) years old.

8. Except where a XxXxx error exists, transportation on all products returned
for credit must be PREPAID BY THE CUSTOMER.

9. Products which are to be returned for repair (e.g medical device equipment)
must be accompanied by an approved Returned Goods Authorization (RGA) which
clearly states the reason for return.

EXPIRATION DATE: On dated products, the expiration date is shown as a month and
year, e.g. 8/95. The date of expiration is the last day of the given month
e.g., August 31, 1995.

WARRANTY: All XxXxx products are warranted to meet all requirements of all
applicable federal laws and regulations. No warranty of any kind goes beyond the
description of the products listed in this catalog, including any supplement
thereto, and any directions for use in their labeling. Unless these products are
used in accordance with the directions in the labeling, any and all warranties,
expressed or implied, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS, are
specifically denied.

SHIPPING:

1. FREIGHT CHARGES will be prepaid when orders are shipped via a
transportation mode and carrier selected by XxXxx. Unless otherwise stated
in an agreement, shipment of biomedical Intelligent Devices and
disposables will be made F.O.B Origin.

2. When EXPEDITED TRANSPORTATION, SPECIALIZED SERVICE, OR ALTERNATE
TRANSPORTATION MODES are specified, or requests made are inconsistent with
efficient distribution practices, an additional charge to cover the
premium expense will be added to the invoice.

3. INSIDE DELIVERIES OR MULTIPLE DELIVERIES are subject to additional charges
based on current common carrier rates or hourly rates.

4. PALLETIZED DELIVERIES will be encouraged. Customers receiving this service
will be required to exchange on a one-for-one basis a pallet of the same
condition and specification at the time of each delivery, or accept an
invoice for value of unreturned pallets.

5. Scheduled shipments can be established from your XxXxx Distribution Center.
Contact your XxXxx Sales Representative to be set up on the scheduled
shipment program.

PROOF OF DELIVERY: XxXxx will provide proof of delivery as follows:

1. Proof of delivery request will be subject to a $35.00 service charge. This
fee will be charged whenever a valid proof of delivery is obtained to
offset our administrative costs.

DAMAGED OF LOSS IN TRANSIT: Identity of items and extent of damage or loss must
be noted on customer's copy of delivery document by agent of the transportation
company if damage is discovered after receipt of shipment, notify the
transportation company immediately and request that inspection be made and an
inspection report rendered. XxXxx will be happy to issue a credit for the loss
or damage and file a claim with the carrier, providing your request is promptly
forwarded to the Irvine office and received WITHIN TEN (10) DAYS. This claim
request must be accompanied by a delivery receipt or an inspection report upon
which the transportation company has properly noted such damage or loss.

SEND COPY OF CARRIER FREIGHT XXXX TO IRVINE, CALIFORNIA INDICATING ITEM AND
QUANTITY DAMAGED OR NOT RECEIVED.

COUNT AND INSPECT YOUR FREIGHT BEFORE CARRIER DEPARTS.

DAMAGED MERCHANDISE SHOULD NOT BE ACCEPTED.

PLEASE FORWARD ALL INFORMATION TO ATTN: CUSTOMER SERVICE DEPARTMENT,
XXXXX, INC., X.X. XXX 00000, XXXXXX, XX 00000-0000.

CONDITIONS OF SALE: McGaw shall be excused from any delay in, or impossibility
of performance due to any cause beyond its or its supplier's or subcontractor's
control, including, but not limited to, acts of God, war, acts of government,
acts of purchase priorities or allocations, raw material shortages, fire, flood,
strike or labor trouble, sabotage or delay in obtaining labor, materials,
equipment, or transportation.

FOR ORDER PLACEMENT: We welcome orders either by telephone, electronically,
mail, or by fax. For telephone orders, please call (000)000-0000. For fax orders
please dial (000) 000-0000. NOTE: Hawaii customers should call (000)000-0000
first.

For further information regarding electronic ordering, please call
Customer Systems at (000) 000-0000.

All mail orders should be directed to Attn. Customer Service Department,
XxXxx, Inc., X.X Xxx 00000, Xxxxxx, XX 00000-0000.

McGaw Product Catalog February 1, 1995 3

REPORT NO. M81160-01 XXXXX, INC. 03/26/97 09:35:25

* CONFIDENTIAL CONTRACT PRICE LIST *

PRICING AS OF: 03/26/97

CORAM HEALTHCARE

XXXXXX XX 00000

GROUP: G127

REDACTED

(REDACTED)

February 6, 1996 (STAMP)

(XXXXX LETTERHEAD)

Xxxxxx X. Xxxx
Vice President, Materials Management
Coram Healthcare
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxx:

Please consider this letter as an addendum to current Coram Healthcare
Agreement with XxXxx commencing December 1, 1995.

XxXxx is pleased to add and/or modify pricing on the following catalog numbers:

Catalog No. Description Units/cs Price each Price case
----------- ------------ -------- ---------- ----------

V1712 Low Pressure Trimed filer (0.22u),
Control Clamp, two slide clamps,
injection site 6" and 84" above
distal end, two piece male luer
lock

V1423 Control clamp, injection sites 6"
and 80" above distal end, slide
clamp, 2 piece male luer lock

V1482 Control clamp, injection site 26"
above distal end, 2 piece male
luer lock 106"

V1422 Vented spike, Control clamp,
injection sites 6" and 28" above
distal end, 2 piece male xxxx xx

V1426 Control clamp, injection sites 6"
and 28" above distal end, 2 piece
male luer lock 106"

V1785 Check valve, injection sites 6",
28" and 82" above distal end, Low
pressure Trimed Filter (0.22u),
Control clamp, slide clamp, two
piece male luer lock 108"

V1447 Check valve, injection sites 6:,
28" and 90" above distal end,
Control clamp slide clamp, two
piece male luer lock 115"

V6203 Microbore 36" extension set with
PVC free fluid path. Use with
higher flow rates and viscous
fluids, 0.03" ID, male and female
luer locks. Priming volume: 0.5mL
36"

(REDACTED)
(XXXXX LETTERHEAD)

Catalog No. Description Units/cs Price each Price case
----------- ----------- -------- ---------- ----------

V6213 Microbore 60" extension set with PVC
free fluid path. Use with higher flow
rates and viscous fluids. 0.03" ID,
male and Female luer locks. Priming
Volume:0.8L 60"

V5450 Microbore extension set, 31 in, male
llk at each end, slide clamp prime
volume 0.7mL

V5456 Microbore extension set, 63 in, male
llk at each end, slide clamp prime
volume 1.3mL

V2511 Y-Type, drip chamber with (170u) blood
filter, two roller clamps, Control
clamp, injection site 6" above distal
end, two piece male llk 98".

V1488 Check valve, injection sites 6", 28"
and 00" xxxxx xxxxxx xxx, Xxxxxxx
clamp, slide clamp, two piece male
llk 115"

All other terms and conditions shall be in accordance with your existing
contract with XxXxx, including any subsequent addenda.

Thank you for your continued use of XxXxx products. We would appreciate your
signing and returning one copy of this letter in the stamped, self-addressed
envelope, which is enclosed. Should you have any questions regarding this
addendum, please contact our Denver National Accounts office at (000) 000-0000.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXXX X. XXXX
---------------------------------
Xxxxxxx X. Xxxxxx (Authorized Signature)
Manager, Corporate Accounts
Xxxxxx X. Xxxx
---------------------------------
(Printed or Typed name and Title)

2/28/96
---------------------------------
(Date)

(REDACTED)

(STAMP)

February 14, 1996

(XXXXX LETTERHEAD)

Xxxxxx X. Xxxx
Vice President, Materials Management
Coram Healthcare
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxx:

Please consider this letter as an addendum to current Coram Healthcare
Agreement with XxXxx commencing December 1, 1995.

XxXxx is please to add and/or modify pricing on the following catalog numbers:

Catalog No. Description Units/cs Price each Price case
----------- ----------- -------- ---------- ----------

V6400 Basic IV Administration Set macro-drop (15
drops/mL). Control(TM) clamp, 1 injection
site, male luer lock 101"

V6405 Basic IV Administration Set Macro drop (15
drops/mL). Control clamp, 1 injection
site, male luer lock 101"

V6410 Additive IV Administration Set Macro-drop
(15 drops/mL), Check valve Control clamp,
slide clamp, 3 injection sites, male luer
lock 113"

V6413 Additive IV Administration Set Macro-drop
check valve, Control clamp, 3 injection
sites, male luer lock 113"

V6415 Additive IV Administration Set Mini-drop
(60 drops/mL), check valve, Control clamp,
3 injection sites, male luer lock 99"

V6420 Metriset(R) Solution Administration Set 150
mL mini-drop (60 drops/mL), buret, Control
clamp, 1 injection site, male luer lock 97"

V6430 Filtered Additive IV Administration Set
Macro-drop (15 drops/ml), check valve,
.22u Trimed(TM) filter, Control clamp,
2 injection sites, slide clamp, male luer
lock 100"

(REDACTED)

Coram Addendum
February 14, 1996 Page 2

Catalog No. Description Units/cs Price each Price case
----------- ------------ -------- ---------- ----------

V1402 Set for I.V. Solution Administration (15 drops/mL)
roller clamp, two piece male luer lock 89"

V1432 Metriset Mini-Drop Sets without Automatic Shutoff
(60 drops/mL) roller clamp, Control clamp,
injection sites 6" and 28" above distal end, slide
clamp two piece male luer lock 109"

V1485 ADDitIV Primary Set with check valve, injection
sites 6" and 00" xxxxx xxxxxx xxx, Xxxxxxx clamp,
two piece male luer lock 106"

V1739 Metriset Mini-Drop set without automatic shut off
(60 drops/ml) Roller clamp, Control clamp,
injection sites 6" and 82" above distal end, Low
Pressure Trimed (filter (0.22u) slide clamp, two piece
male luer lock.

All other terms and conditions shall be in accordance with your existing
contract with XxXxx, including any subsequent addenda.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXXX X. XXXX
----------------------------------------
Xxxxxxx X. Xxxxxx (Authorized Signature)
Manager, Corporate Accounts
Xxxxxx X. Xxxx
----------------------------------------
(Printed or Typed Name and Title)

2/28/96
----------------------------------------
(Date)

(REDACTED)
February 26, 1996

(STAMP)
(XXXXX LOGO)

Xxxxxx X. Xxxx
Vice President, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxx:

Please consider this letter as an addendum to current Coram Healthcare Agreement
with XxXxx commencing December 1, 1995.

XxXxx is pleased to add and/or modify pricing on the following catalog numbers:

Catalog No. Description Units/cs Price each Price case
----------- ----------- -------- ---------- ----------

V6510 Microbore Extension Set, tubing 0.023" ID, male and
female luer locks. Priming Volume: 0.3mL

V6516 Microbore Extension Set, tubing 0.050" ID, male and
female luer locks. Priming Volume: 2.5mL. Use with
higher flow rates and viscous fluids

All other terms and conditions shall be in accordance with your existing
contract with XxXxx, including any subsequent addenda.

Very truly yours, Accepted by:

2/29/96
---------------------------------
(Date)

(REDACTED)

(STAMP)

(XXXXX LETTERHEAD)

May 29, 1996

Xx. Xxxxxx X. Xxxxx, Xx.
Vice President, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxx:

As discussed, this letter is an amendment to our current XxXxx, Inc. and Coram
Healthcare Agreement effective December 1, 1995 through February 28, 2001,
(Agreement).

The following represents changes to the corresponding paragraphs in the above
referenced Agreement. Except as modified below, all other provisions of the
Agreement remain the same.

Product Categories

Provisions for this paragraph in the Agreement remain the same, except "Primary
Source" shall be defined as from each of
the identified product categories.

Contract Period

This Agreement will now cover an eighty-seven (87) month period which started
December 1, 1995, and will end February 28, 2003.

Price Protection

The provisions of this paragraph shall be replaced with the following:

Pricing will be held firm for the first two (2) years, (December 1, 1995 to
November 30, 1997). Price increases for the third (3rd), fourth (4th), fifth
(5th) and sixth (6th) contract years, (December 1, 1997 to November 30, 2001),
and the remaining fifteen (15) month period, (December 1, 2001 to February 28,
2003), shall be limited to a maximum of two and one half percent (2.5%), or the
CPI, whichever is lower.

(REDACTED)

Xx. Xxxxxx X. Xxxxx, Xx.
May 29, 1996 (STAMP)
Page 2

Minimum Commitment

The provisions of this paragraph shall be replaced with the following:

Customer shall purchase of the nine product categories listed in the
Product Categories paragraph and, in addition, shall purchase of any
other product category manufactured or distributed by XxXxx once Customer's
existing obligations to other sources for said products expire. This minimum
commitment shall be reviewed every three months starting no later than July
15, 1996 and Customer shall have sixty (60) days from the date of this review
to convert any products within the original nine product categories and any
additional products to XxXxx. Should Customer not convert the identified
products to XxXxx within sixty (60) days, a payment of
shall be provided to XxXxx within thirty
(30) days of notification by XxXxx.

Termination

The provisions of this paragraph shall be replaced with the following:

Customer shall have the right to terminate this Agreement after sixty (60) days
written notice if XxXxx provides Products or service of a quality or technical
level which fail to meet ordinary standards of medical care industry. Should
Customer or any acquirer, or other successor in interest, of Customer intend to
terminate this Agreement for any other reason, Customer shall give to XxXxx a
six (6) month written notice of such intent. In such event, Customer shall
reimburse XxXxx the referred to below, prorated over the
remaining term of this Agreement at a rate of dollars per
uncompleted quarter plus a lump sum early termination penalty to be paid within
sixty (60) days of the early termination date in accordance with the following
matrix:

EARLY TERMINATION DATE PENALTY
---------------------- -------

12/1/95 to 11/30/96

12/1/96 to 11/30/97

12/1/97 to 11/30/98

12/1/98 to 11/30/99

12/1/99 to 11/30/00

12/1/00 to 11/30/01

12/1/01 to 2/28/03

XxXxx shall have the right to terminate this Agreement if Customer fails to
meet XxXxx'x published payment terms.

(REDACTED)

(STAMP)

Xx. Xxxxxx X. Xxxxx, Xx.
May 29, 1996
Page 3

The provisions of the current paragraph shall be replaced with the following.

XxXxx will pay to Customer a
by not later than May 20, 1996 upon signature of this amendment. The
Conversion Implementation Incentive will be paid in the form of a credit
memorandum.

This entire paragraph and resulting obligation is deleted from the Agreement.

In addition to the above modifications of the Agreement, XxXxx will provide
reasonable training and appropriate equipment for Coram to perform "End Product"
testing for pediatric patients in five separate Customer facilities.

Arrangements with Third Party Payers

The parties hereto acknowledge and agree that Coram conducts its operations
through its duly licensed subsidiaries and that this Amendment is being entered
into for the benefit of such entities. Coram's operations include the delivery
of pharmaceutical products and services to patients pursuant to arrangements
with third party payers, including insurance companies, health maintenance
organizations, preferred provider organizations, Medicare and certain state
Medicaid programs; hospitals; home health agencies and physicians. For purposes
of this Amendment, all products distributed by Coram under these types of
arrangements shall be considered to be the "exclusive use" of Coram.

With our signature below, this amendment will become part of our existing
Agreement.

Best regards, ACCEPTED BY:

/s/ XXXXXX X. XXXXX, XX.
/s/ XXX XXXXXXXXX ---------------------------------
(Authorized Signature)
Xxx Xxxxxxxxx
Vice President, Corporate Accounts Xxxxxx X. Xxxxx, Xx.
Vice President
---------------------------------
(Printed or Typed Name and Title)

RT:crg 6/3/96
---------------------------------
(Date)

(REDACTED)

(XXXXX LETTERHEAD)

September 27, 1996

Xxxxx Xxxxxx
Director, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxxxx:

Please consider this letter as an addendum to current Coram Healthcare Agreement
with XxXxx commencing December 1, 1995.

XxXxx is pleased to add and/or modify pricing on the following catalog numbers:

CATALOG UNITS PRICE
NUMBER DESCRIPTION CASE EACH CASE

V5410 Extension Set, 6 inches, Microbore
tubing, slide clamp, luer lock

All other terms and conditions shall be in accordance with your existing
contract with XxXxx, including any subsequent addenda.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
---------------------------------
(Authorized Signature)
Xxxxxxx X. Xxxxxx
Manager, Corporate Accounts Xxxxx Xxxxxx
---------------------------------
(Printed or Typed name and Title)

9/30/96
---------------------------------
cc: Xxxxx Matsumota, X.Xx. (Date)

(REDACTED)
(XXXXX LETTERHEAD)

October 22, 1996

Xxxxx Xxxxxx
Director, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxxxx:

Please consider this letter as an addendum to current Coram Healthcare Agreement
with XxXxx commencing December 1, 1995.

XxXxx is pleased to add and/or modify pricing on the following catalog numbers:

Catalog Units Price Price
Number Description Case Each Case
------ ----------- ----- ----- -----

US 1022 Dual Cham TPN Bag HyperFormer(TM) Gravity

USB2022 Dual Cham TPN Bag HyperFormer(TM) Gravity 2L

USB3022 Dual Cham TPN Bag HyperFormer(TM) Gravity 3L

All other terms and conditions shall be in accordance with your existing
contract with XxXxx, including any subsequent addenda.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
-----------------------------------
(Authorized Signature)
Xxxxxxx X. Xxxxxx
Manager, Corporate Accounts Xxxxx Xxxxxx
-----------------------------------
(Printed or Typed name and Title)

cc: Xxxxx Xxxxxxxxx, X.Xx. 11/8/96
-----------------------------------
(Date)

(REDACTED)

(XXXXX LETTERHEAD)

December 6, 1996

Xxxxxx X. Xxxxx Xx.
Vice President, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xx., Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxx:

Please consider this correspondence an addendum to and an integral part of the
current XxXxx Inc. and Coram Healthcare Agreement effective December 1, 1995 and
running through February 28, 2001, and, the Agreement Addendum dated May 29,
1996, extending the Agreement Term through February 28, 2003.

XxXxx agrees to supply fifty four (54) refractometer units (VWR catalog number
55680-506, to designated Coram pharmacies at no
charge. Ownership of all refractometer inventories will remain with XxXxx.
Designated Coram pharmacies shall have unlimited use of all refractometer units
during the Agreement Term. At the conclusion of the Agreement Term, all
refractometer inventory shall be returned to XxXxx or be purchased by Coram at
the price of dollars per each non-returned unit.
Simple straight line depreciation was used to determine residual value.

With our signatures below, this amendment will become part of our existing
Agreement.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXXXX X. XXXXXX
----------------------------------
Signature

Xxxxxxx X. Xxxxxx Xxxxx Xxxxxx, DMM
Manager, National Accounts ----------------------------------
Printed Name and Title

12/10/96
----------------------------------
Date

(REDACTED)

(XXXXX LETTERHEAD)

January 17, 1997

Xxxxxx X. Xxxxx Xx.
Vice President, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xx., Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxx:

XxXxx agrees to supply an additional twenty six (26) refractometer units to the
fifty four (54) refractometer units currently in place (VWR catalog number
55680-506, acquisition cost $936.00 each) to designated Coram pharmacies
. Ownership of all refractometer inventories will
remain with XxXxx. Designated Coram pharmacies shall have unlimited use of all
refractometer units during the Agreement Term. At the conclusion of the
Agreement Term, all refractometer inventory shall be returned to XxXxx or be
purchased by Coram at the price of dollars per each non-returned unit.
Simple straight line depreciation was used to determine residual value.

With our signatures below, this amendment will become part of our existing
Agreement.

Very truly yours, Accepted by:

/s/ XXXXX XXXXXX
/s/ XXXXXXX X. XXXXXX ---------------------------
Signature

Xxxxxxx X. Xxxxxx Director, MM
Manager, National Accounts ---------------------------
Printed Name and Title

2/3/97
---------------------------
Date

(STAMP)

(REDACTED)
(XXXXX LETTERHEAD)

April 29, 1997

Xxxxx Xxxxxx
Director, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxxxx:

Please consider this letter as an addendum to current Coram Healthcare Agreement
with XxXxx commencing December 1, 1995.

XxXxx is pleased to add and/or modify pricing on the following catalog numbers:

Catalog Units Price Price
Number Description Case Each Case
------ ----------- ----- ----- -----

V 1905 Vented Transfer Set, high speed

All other terms and conditions shall be in accordance with your existing
contract with XxXxx, including any subsequent addenda.

Thank you for your continued use of XxXxx products. We would appreciate your
signing and returning one copy of this letter in the stamped, self-addressed
envelope, which is enclosed. Should you have any questions regarding this
addendum, pleas contact our Denver National Accounts office at (000) 000-0000.

Very truly yours, Accepted by:

cc: Xxxxx Xxxxxxxxx, X.Xx. 5/2/97
-----------------------------------
(Date)

(REDACTED)

(XXXXX LETTERHEAD)

December 15, 1997

Xx. Xxxxxx X. Xxxxx, Xx.
Vice President, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxx:

This letter is an amendment to the current XxXxx and Coram Healthcare Agreement
effective December 1, 1995, through February 28, 2001, (hereinafter referred to
as "Current Agreement") and the amendment dated May 29, 1996, extending the
Current Agreement through February 28, 2003 (hereinafter referred to as "First
Amendment").

XxXxx shall pay to Customer an Agreement Extension Bonus in the amount of
within sixty days of the
initiation of this Amendment. The extension bonus will be paid in the form of a
credit memorandum.

PRODUCT CATEGORIES

All provisions of this paragraph shall remain the same as the Current Agreement
and First Amendment with the exception of the following three (3) product
categories which shall be added to the existing nine (9) product categories: (1)
needle free sets and components; (2) elastomeric infusion devices and (3)
pharmacy devices (the types of products listed on the pages of the X. Xxxxx
Catalog sheets and attached hereto as Exhibit I).

CONTRACT PERIOD

The provisions of this paragraph in the Current Agreement and the First
Amendment shall be replaced with the following:

This agreement will now cover a one hundred eleven (111) month period which
started December 1, 1995, and will end February 28, 2005.

PRICE PROTECTION

The provisions of this paragraph in the Current Agreement and the First
Amendment shall be replaced with the following:

Pricing will be held firm for the first four (4) years, (December 1, 1995 to
November 30, 1999). Price increases for the fifth (5th), sixth (6th), seventh
(7th) and eighth (8th) Agreement years (December 1, 1999 to November 30, 2003),
and the remaining fifteen (15) month period, (December 1, 2003 to February 28,
2005), shall be limited to a maximum of two and one half percent (2.5%), or the
CPI, whichever is lower.

(REDACTED)

Xx. Xxxxxx X. Xxxxx, Xx.
December 15, 1997
Page 2

SPECIAL INCENTIVES

The provisions of this paragraph in the Current Agreement shall be replaced with
the following:

XxXxx shall pay to Customer rebate
in the amount of Compliance shall be measured by branch and defined as
the available annual unit volume from the
twelve (12) product categories listed under Product Categories as stated in this
Amendment. The Compliance Rebate shall be paid in the form of a credit
memorandum within sixty (60) days of the close of each Agreement quarter. To
facilitate the product conversion process, compliance requirements covering
needle free sets and components, elastomeric devices and pharmacy devices
(B. Bran products) shall begin March 1, 1998.

Should Customer's compliance in any of the twelve (12) Product Categories become
unattainable due to a significant change in clinical procedures, or the
introduction of new technology not available from XxXxx, XxXxx shall excuse
Customer XxXxx shall continue to pay to Customer the

ADDITIONAL FIRM PRICING INCENTIVES

Additional firm pricing incentives shall be awarded to Customer in accordance
with the following Agreement.

Total Agreement Year Dollar Volume Performance Total Annual Additional Firm Pricing

One (1) year

Two (2) years

Three (3) years

Additional firm Pricing incentives shall be calculated on the
and shall cancel, if applicable,
a scheduled price increase or increases as per the aforementioned Price
Protection paragraph.

TERMINATION

The provisions of this paragraph in the Current Agreement and the First
Amendment shall be replaced with the following:

Customer shall have the right to terminate this Agreement after sixty (60) days
written notice if XxXxx provides products or service of a quality or technical
level which fail to meet ordinary standards of the medical care industry. Should
Customer or any acquirer, or other successor in interest, of Customer intend to
terminate this Agreement for any other reason, Customer shall give to XxXxx a
six (6) month written notice of such intent. In such event, Customer shall
reimburse interest, of Customer intend to terminate this Agreement for any other
reason, Customer shall reimburse XxXxx the referred to
in the Current Agreement and

(REDACTED)

Xx. Xxxxxx X. Xxxxx, Xx.
December 15, 1997
Page 3

modified in the First Amendment and the referred to
in this Amendment, both of which have been prorated over the remaining term of
this Agreement at a combined rate of dollars per uncompleted
quarter plus a lump sum early termination penalty to be paid within sixty (60)
days of the early termination date in accordance with the following matrix:

EARLY TERMINATION DATE PENALTY
---------------------- -------

12/1/97 to 11/30/98

12/1/98 to 11/30/99

12/1/99 to 11/30/00

12/1/00 to 11/30/01

12/1/01 to 2/28/02

12/1/02 to 11/30/03

12/1/03 to 2/28/05

XxXxx shall have the right to terminate this Agreement if Customer fails to meet
XxXxx'x published payment terms.

It is anticipated that the Current Agreement's annual dollar volume base will
increase from ) to as a result of the addition
of the three (3) new product categories stated above in the Product Category
section of the this Amendment. Should Customer increase its annual dollar volume
purchases of XxXxx products as a result of acquiring any company involved in
home I.V. therapy, under an I.V. agreement with XxXxx, the incremental annual
dollar volume increase from the acquisition shall be calculated and that
shall be used to proportionately increase the above Agreement early
termination penalties.

ACQUISITION REVIEW

Should Customer acquire a company involved in home I.V. therapy whose primary
I.V. supplier is and should be the annual unit purchases of the
acquired company in the twelve (12) designated product categories be included
under this Agreement, then, XxXxx shall provide to Customer

within sixty (60) days of the close of Customer's acquisition.

(REDACTED)

Xx. Xxxxxx X. Xxxxx, Xx.
December 15, 1997
Page 4

ADDITIONAL PRICING

Pricing additions and/or reductions to this Agreement are attached hereto as
Exhibit II and shall be included under all provisions covering price protection
as modified in this Amendment.

With our signature below, this Amendment will become part of our existing
Agreement.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXXX X. XXXXX, XX.
---------------------------------
Xxxxxxx X. Xxxxxx (Authorized Signature)
Manager, Corporate Accounts

WCW:nl

Xxxxxx X. Xxxxx, Xx.
V.P. Materials Management
---------------------------------
(Printed or Typed name and Title)

12/18/97
---------------------------------
(Date)

(REDACTED)

EXHIBIT II

X. XXXXX/XXXXX
MODIFIED AGREEMENT PRICING
FOR
CORAM HEALTHCARE

CATALOG UNITS PER PRICE PRICE
NUMBER DESCRIPTION CASE EACH CASE
----------- ----------- --------- ----- -----

S9980-10 HyperFormer Formulator Bag 1L
S9985-10 HyperFormer Formulator Bag 2L
S9986-10 HyperFormer Formulator Bag 3L
S9980-10 HyperFormer Formulator Bag 1L
S9981-10 HyperFormer Formulator Bag 500ml
S9990-10 Non-XxXxx Formulator Bag 1L
S9995-10 Non-XxXxx Formulator Bag 2L
S9996-10 Non-XxXxx Xxxxxxxxxx Xxx 0X
X0000-00 XXX Xxx, 0 lead, non-dehp, 3L

NF1310 MICRO EXT W/INJ SITE
NF1318 MICROBORE "Y" EXT.
NF3482 ADULT BASIC Q/1 Y-SITE
NF9280 VIAL ACCESS/MULTI-DOSE
NF1450 SEC/TURN LOCK
NF3485 ADULT ADD. W/2 Y-SITES
NF5300 RATEFLOW-SAFELINE EXT SET
NF9100 INJECTION SITE
NF9206 SECURE LOCK CANNULA
NF9210 BLUNT CANNULA
NF9285 MEDIC PLASTIC ANTI-STICK NDL
NF9200 CLIP LOCK CANNULA

N8050-050 50mL volume-50mL/hr
N8100-100 100mL volume-100mL/hr
N8100-200 100mL volume-200mL/hr
N8250-050 250mL volume-50mL/hr
N8250-167 250mL volume-167ml/hr

Page 1 of 1 10/20/97

(REDACTED)

(XXXXX LETTERHEAD)

February 2, 1998

Xxxxx Xxxxxx
Director, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxxxx:

Please consider this letter as an addendum to current Coram Healthcare Agreement
with X. Xxxxx XxXxx commencing December 1, 1995.

X. Xxxxx XxXxx is pleased to add and/or modify pricing on the following catalog
numbers. Please insure that these code numbers are approved as PREFERRED
PRODUCTS under the Legacy System.

Catalog Units Price Price
Number Description Case Each Case
------ ----------- ----- ----- -----

NF1318 Extension Set with Y-Type Microbore extension set
with attached Safeline Injection site, female adapter,
two removable slide clamps, male luer lock. Priming
Volume: 0.45mL, 17 inches

NF1331 Extension set with SafeLine inj. site, female adapter,
microbore tubing, removable slide clamp, male luer
lock, Priming volume: 0.64mL, 17 inches

NF1342 T-Connector Extension Set with female adapter,
microbore tubing, removable slide clamp, male
adapter 3/4-connector with SafeLine injection site.
Priming Volume; 0.45mL, 6 inches

V9900-02 HyperFormer(TM) Pump dispensing set for use with dual
chamber mixing bags

All other terms and conditions shall be in accordance with your existing
contract with X. Xxxxx XxXxx, including any subsequent addenda.

Thank you for your continued use of X. Xxxxx XxXxx products. We would appreciate
your signing and returning one copy of this letter in the stamped,
self-addressed envelope, which is enclosed. Should you have any questions
regarding this addendum, please contact our Denver National Accounts office at
(000) 000-0000.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX

Xxxxxxx X. Xxxxxx /s/ XXXXX XXXXXX
Manager, Corporate Accounts ---------------------------------
(Authorized Signature)

Xxxxx Xxxxxx
---------------------------------
(Printed or Typed name and Title)

2/2/98
---------------------------------
(Date)

(REDACTED)

(XXXXX LETTERHEAD)

February 16, 1998

Xxxxx Xxxxxx
Director, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxxxx:

Please consider this letter as an addendum to current Coram Healthcare
Agreement with X. Xxxxx XxXxx commencing December 1, 1995.

X. Xxxxx XxXxx is pleased to add and/or modify pricing on the
following catalog numbers. Please insure that these code numbers are
approved as PREFERRED PRODUCTS under the Legacy System.

Catalog Units Price Price
Number Description Case Each Case
----------------------------------------------------------------------

800 mg:
----------------------------------------------------------------------
P5540 0.08% Theophyline in 5% Dextrose
Injection
USP (0.8 mg/mL) 1000mL
P5581 0.16% Theophyline in 5% Dextrose
Injection
USP (1.6 mg/mL) 500mL
----------------------------------------------------------------------
400 mg:
----------------------------------------------------------------------
P5541 0.08% Theophyline in 5% Dextrose
Injection
USP (0.8 mg/mL) 500mL
P5582 0.16% Theophyline in 5% Dextrose
Injection
USP (1.6 mg/mL) 250mL

All other terms and conditions shall be in accordance with your
existing contract with X. Xxxxx XxXxx, including any subsequent
addenda.

Thank you for your continued use of X. Xxxxx XxXxx products. We would
appreciate your signing and returning one copy of this letter in the
stamped, self-addressed envelope, which is enclosed. Should you have
any questions regarding this addendum, please contact our Denver
National Accounts office at (000) 000-0000.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
---------------------------------
Xxxxxxx X. Xxxxxx (Authorized Signature)
Manager, Corporate Accounts

---------------------------------
(Printed or Typed name and Title)
cc: Xxxxxxx Xxxxxx, Xxxxx
---------------------------------
(Date)

(REDACTED)

(XXXXX LETTERHEAD)

March 5, 1998

Xxxxx Xxxxxx
Director, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxxxx:

Please consider this letter as an addendum to current Coram Healthcare
Agreement with X. Xxxxx XxXxx commencing December 1, 1995.

X. Xxxxx XxXxx is pleased to add and/or modify pricing on the following catalog
numbers. Please insure that these code numbers are approved as PREFERRED
PRODUCTS under the Legacy System.

Catalog Units Price Price
Number Description Case Each Each
------ ----------- ----- ----- -----

473105 Extension set with Microbore
(ET112SB) tubing and SPIN-LOCK(R) Connector.
12 inches Priming volume 0.4ml

472064 Small bore extension set with
(ET116SL) SAFSITE(R) valve, SPIN-LOCK(R)
connection, length 6 in. Priming
volume 0.4 ml

All other terms and conditions shall be in accordance with your existing
contract with XxXxx, including any subsequent addenda.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
---------------------------
Xxxxxxx X. Xxxxxx (Authorized Signature)
Manager, Corporate Accounts
Xxxxx Xxxxxx
---------------------------
(Printed or Typed name and
Title)

cc: Xxxxxxx Xxxxxx, Xxxxx 3/17/98
---------------------------
(Date)

(REDACTED)

(XXXXX LETTERHEAD)

March 5, 1998

Xxxxx Xxxxxx
Director, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxxxx:

Please consider this letter as an addendum to current Coram Healthcare
Agreement with X. Xxxxx XxXxx commencing December 1, 1995.

X. Xxxxx XxXxx is pleased to add and/or modify pricing on the following catalog
numbers. Please insure that these code numbers are approved as PREFERRED
PRODUCTS under the Legacy System.

Catalog Units Price Price
Number Description Case Each Case
------- ----------- ----- ----- -----

NF3486 Filtered Administration Set (15 Drops/MmL)
Two slide clamps, SafeLine injection sites 6"
and 00" xxxxx xxxxxx xxx, Xxxxxxx clamp,
Trimed(R) Low Pressure Filter (0.22u), two
piece male luer lock. Priming Volume: 20 mL

All other terms and conditions shall be in accordance with your existing
contract with XxXxx, including any subsequent addenda.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
----------------------------------------
Xxxxxxx X. Xxxxxx (Authorized Signature)
Manager, Corporate Accounts
Xxxxx Xxxxxx
----------------------------------------
(Printed or Typed name and Title)
cc: Xxxxxxx Xxxxxx, Xxxxx
3/17/98
----------------------------------------
(Date)

(REDACTED)

[XXXXX XXXXXXXXXX]

Xxxxx 00, 0000

Xxxxxx X. Xxxxx, Xx.
Vice President,
Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xx., Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxx:

This is an Amendment to the current XxXxx and Coram Healthcare Agreement
effective December 1, 1995 through February 28, 2005, as amended on December
15, 1997.

HIGH SPEED COMPOUNDING EQUIPMENT

The provisions of this paragraph in the Current Agreement shall be replaced with
the following:

Customer agrees to use XxXxx Single Chamber Mixing Bags ,
Customer agrees to replace Automix units with a HyperFormer system within a
twelve (12) month period immediately following the introduction of a tested
and functional HyperFormer/Legacy system computer interface. Until
expiration of the twelve (12) month Automix to HyperFormer transition
period, continued use of Automix compounders shall not constitute non
compliance under the TPN Compounding Equipment and Mixing Bags Product
Category. Customer may, at Customer's discretion, add XxXxx dual chamber
mixing bags to the TPN Compounding Equipment and Mixing Bags Product
Category providing quality and price meet Customer's approval.

With our signatures below, this Amendment shall become part of our existing
Agreement.

Very truly yours, Approved by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXXX XXXXX
---------------------------------------
Xxxxxxx X. Xxxxxx Signature
Manager, National Accounts

WCW:nl Xxxxxx Xxxxx
---------------------------------------
Printed Name

3/23/98
---------------------------------------
Date

(REDACTED)

(XXXXX LETTERHEAD)

March 10,1998

Xxxxxx X. Xxxxx, Xx.
Vice President,
Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xx., Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxx:

This is an Amendment to the current XxXxx and Coram Healthcare Agreement
effective December 1, 1995 through February 28, 2005, as amended on December 15,
1997.

HIGH SPEED COMPOUNDING EQUIPMENT

The provisions of this paragraph in the Current Agreement shall be replaced with
the following:

Customer agrees to use XxXxx Single Chamber Mixing Bags

Customer agrees to replace Automix units with a HyperFormer system within a
twelve (12) month period immediately following the introduction of a tested and
functional HyperFormer/Legacy system computer interface. Until expiration of the
twelve (12) month Automix to HyperFormer transition period, continued use of
Automix compounders shall not constitute non compliance under the TPN
compounding Equipment and Mixing Bags Product Category. Customer may, at
Customer's discretion, add XxXxx dual chamber mixing bags to the TPN Compounding
Equipment and Mixing Bag Product Category providing quality and price meet
Customer's approval.

With our signatures below, this Amendment shall become part of our existing
Agreement.

Very truly yours, Approved by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
-------------------------
Xxxxxxx X. Xxxxxx Signature
Manager, National Accounts

WCW:nl Xxxxx Xxxxxx
-------------------------
Printed Name

3/17/98
-------------------------
Date

(REDACTED)

(XXXXX LETTERHEAD)

May 14, 1998

Xxxxxx X. Xxxxx, Xx.
Vice President,
Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xx., Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxx:

This is an Amendment to the current XxXxx and Coram Healthcare Agreement
effective December 1, 1995 through February 28, 2005, as amended on December
15, 1997.

SPECIAL INCENTIVES

The provisions of these paragraphs shall be amended to include the following.
XxXxx shall excuse customer from the compliance
requirement covering the Needle Free Sets and Components product category
through August 31, 1998. During this time period, XxXxx shall continue to pay
to Customer the for the remaining
eleven (11) product categories purchased by Customer as per the Agreement.

With your signature below, this Amendment shall become part of our existing
Agreement.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
--------------------------------------
Xxxxxxx X. Xxxxxx Signature
Manager, National Accounts

WCW:nl Xxxxx Xxxxxx
cc: Xxxxx Xxxxxx --------------------------------------
Printed Name

6/15/98
--------------------------------------
Date

(REDACTED)

(XXXXX LETTERHEAD)

July 15, 1998

Xxxxx Xxxxxx
Director, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxxxx:

Please consider this letter as an addendum to the current Coram Healthcare
Agreement with X. Xxxxx XxXxx commencing December 1, 1995.

X. Xxxxx XxXxx is pleased to add and/or modify pricing on the following catalog
numbers. Please insure that these code numbers are approved as PREFERRED
PRODUCTS under the Legacy System.

Catalog Units Price Price
Number Description Case Each Case
------- ----------------------------------------- ----- ----- -----

CFE2012 0.2 Micron charged SUPOR(R) Filter
473043 extension set endotoxin retentive,
air eliminating in-line IV filter
with on/off clamp, latex free
Y-injection site and distal SPIN-LOCK(R)
connection. DEHP free tubing. Printing
volume 0.4mL,length 14 in.

DP1000 MINI-SPIKE(R)IV Additive Disp
preparing and dispensing diluer
multi-dose rubber-stoppered vial
bacterial retentive air-venting fil

All other terms and conditions shall be in accordance with your existing
contract with XxXxx, including any subsequent addenda.

Very truly yours,

/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
----------------------------------
Xxxxxxx X. Xxxxxx (Authorized Signature)
Manager, Corporate Accounts

/s/ Xxxxx Xxxxxx
----------------------------------
(Printed or Typed name and Title)

(STAMP)

(REDACTED)

(X. XXXXX & XXXXX LETTERHEAD)

November 16, 1998

Xxxxxx Xxxxxxxx
Biomedical Services Manager
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxxxxx:

Please consider this correspondence an addendum to and an integral part of the
current X. Xxxxx XxXxx and Xxxxx Healthcare Agreement effective December 1, 1994
and running through February 28, 2001, and, the Agreement Addendum dated May 29,
1996, extending the Agreement Term through February 28, 2003.

X. Xxxxx XxXxx agrees to supply an additional six (6) refractometer units to the
eighty (80) refractometer units currently in place (VWR catalog number
55680-506, to designated Coram Pharmacies at Ownership
of all refractometer inventories will remain with X. Xxxxx XxXxx. Designated
Coram pharmacies shall have unlimited use of all refractometer units during the
Agreement Term. At the conclusion of the Agreement Term, all refractometer
inventory shall be returned to X. Xxxxx XxXxx or be purchased by Coram at the
price of . Simple straight line depreciation was
used to determine residual value.

With our signatures below, this amendment will become part of our existing
Agreement.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXXX X. XXXXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxx Signature
Director, National Accounts

WCW:nl Xxxxxx X. Xxxxxxxx/Biomedical Services Mg.
------------------------------------------
Printed name and Title

11/18/98
-------------------------------------------
Date

(STAMP)

(REDACTED)

(X.XXXXX & XXXXX LETTERHEAD)

September 15, 1999

(STAMP)
Xx. Xxxxxx X. Xxxxx, Xx.
Senior Vice President
Chief Purchasing Officer
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxx:

This letter is an amendment ("Third Amendment") to the current XxXxx, a.k.a
X.Xxxxx/XxXxx, and Xxxxx Healthcare Agreement effective December 1, 1995,
through February 28, 2001, (hereinafter referred to as "Current Agreement") and
the amendments dated May 29, 1996, extending the Current Agreement through
February 28, 2003 (hereinafter referred to as "First Amendment") and the
Amendment dated December 15, 1997, extending the Current Agreement through
February 28, 2005, (hereinafter referred to as the "Second Amendment").

PRODUCT CATEGORIES

The provisions of this paragraph in the Current Agreement and First and Second
Amendments shall be modified as follows: (1) needle free sets and components
are removed as a product category; and (2) dual chamber TPN mixing bags are
added as an additional product category. Full conversion to dual chamber TPN
mixing bags shall commence on or before January 1, 2000 providing field trials
are completed and customized inventory is available. Customer shall also make a
determined and conscientious effort to convert all standard TPN mixing bag
volume to XxXxx, a.k.a. X.Xxxxx/XxXxx.

SPECIAL INCENTIVES

Provisions of this paragraph in the Current Agreement and in the First and
Second Amendments are replaced with the following: effective November 1, 1999,
the , is hereby terminated.

SYNTHETIC AMINO ACID COST ADJUSTMENT

Commencing November 1, 1999, XxXxx a.k.a. X.Xxxxx/XxXxx agrees to pay to
Customer a quarterly rebate in the amount of Customer'
in a specifically defined patient group. The shall be paid in the form of a
Credit Memorandum forty five (45) days from the close of each calendar quarter.
XxXxx a.k.a X.Xxxxx/XxXxx also agrees to provide a monthly
purchases by Customer's pharmacies.

(REDACTED)

Xx. Xxxxxx X. Xxxxx, Xx.
September 15, 1999
Page 2

TERMINATION

Provisions of this paragraph in the Current Agreement and in the First and
Second Amendments are replaced with the following:

Customer shall have the right to terminate this Agreement after sixty (60) days
written notice if XxXxx, a.k.a. X. Xxxxx/XxXxx, provides product or service of
quality or technical level which fail to meet ordinary standards of the medical
care industry. Should Customer or any acquiror, or other successor in interest,
of Customer desire to terminate this Agreement for any other reason, Customer
shall give to XxXxx, a.k.a. X. Xxxxx/XxXxx, a six (6) month written notice of
such intent. In such event, Customer shall reimburse XxXxx, a.k.a.
X. Xxxxx/XxXxx: 1) referred to in the Current Agreement
and modified in the First Amendment and the referred
to in the Second Amendment, both of which have been prorated over the remaining
term of this Agreement at a combined rate of per
uncompleted quarter plus 2) higher of or
for the 12 months immediately preceeding the early termination. Said combined
sums shall be paid within sixty (60) days of the early termination date.

PRICE PROTECTION

The provision of this paragraph in the Current Agreement and the First and
Second Amendments shall be replaced with the following:

Pricing will be held firm for the first period December 1, 1995 to October 31,
1999. A two and one-half (2.5) percent price increase shall be implemented
November 1, 1999. Price increases for the sixth (6th), seventh (7th) and eighth
(8th) Agreement years (December 1, 2000 to November 30, 2003), and the remaining
fifteen (15) month period, (December 1, 2003 to February 28, 2005), shall be
limited to a maximum of two and one-half percent (2.5%) or the CPI whichever is
lower.

OTHER PROVISIONS

Customer agrees to remain with its current needle free system and give XxXxx,
a.k.a. X. Xxxxx/XxXxx, a reasonable opportunity to reinstate one of its needle
free systems as a primary product category under the Current Agreement on or
before March 1, 2002. Upon reinstatement of its needle free system as a primary
product category and to the products usage, XxXxx,
a.k.a. X. Xxxxx/XxXxx, shall annual
on purchases made from that point in time.

Xx. Xxxxxx X. Xxxxx, Xx.
September 15, 1999
Page 3

With your signature below, this Third Amendment will become part of our existing
Current Agreement. All other terms and conditions are unchanged.

Very truly yours Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXXX X. XXXXX, XX.
----------------------------------
Xxxxxxx X. Xxxxxx (Authorized Signature)
Director, National Accounts

Xxxxxx X. Xxxxx, Xx.
----------------------------------
Senior Vice President, Chief
Purchasing Officer

10/3/99
----------------------------------
(Date)

(REDACTED)

(X. XXXXX MEDICAL INC. LETTERHEAD)

March 29, 2000

Xxxxxx X. Xxxxx, Xx
Senior Vice President, Chief Purchasing Officer
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000

Dear Xxx:

This letter is an Amendment to the current agreement between Coram Healthcare
("Coram") and X. Xxxxx Medical Inc., successor in interest by merger with XxXxx,
Inc., dated on or about December 1, 1995, as amended May 29, 1996, and December
15, 1997 (the "Agreement"), which expires February 28, 2005.

The Agreement is hereby amended to add Coram's custom-designed dual chamber TPN
mixing bags, as described on the attached schedule (the "Custom Products") to
the list of Products to be purchased by Coram, and supplied by X. Xxxxx under
the Agreement. The Custom Products shall be classified as a product under the
TPN Compounding Equipment and Mixing Bag Product Category in the Agreement.

The Custom Products are manufactured by pursuant to the
specifications of Coram, and X. Xxxxx, as distributor of the Custom Products
shall supply the Custom Product to Coram under the terms and conditions of the
Agreement, as modified by this Amendment. X. Xxxxx, as distributor of the Custom
Products, makes no product warranties with respect to the Custom Products, and
Coram must instead rely on the representations and warranties, if any, provided
directly to Coram by Stedim, Inc.

Pricing for the Custom Products is set forth on the attached schedule, and is
exclusive of all freight, handling, taxes and insurance. Such pricing is
contingent upon Coram purchasing a minimum combined total of Custom
Products during each twelve month period from the date hereof ("Contract
Year"). Provided there is no default, or any event with which the passage of
time or the giving of notice would result in an event of default under the
Agreement, if the annual combined purchases of Custom Products during any
Contract Year exceeds units, X. Xxxxx will issue a rebate to Coram in
the amount of
The rebate will be

The Agreement is hereby incorporated in this Amendment as if fully set forth
herein. Except as specifically modified and amended herein, all the terms and
conditions of the Agreement shall remain in full force and effect without
modification, and are hereby ratified and affirmed. All references to the
Agreement shall mean the Agreement as modified and amended by this Amendment.

Xxxxxx X. Xxxxx, Xx.
March 29, 2000
Page 2

Intending to be legally bound, hereby, with your signature below, this
Amendment shall become part of our existing Agreement.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX XXXXXX X. XXXXX, XX.
---------------------------------
Xxxxxxx X. Xxxxxx Signature
Director, National Accounts
Xxxxxx X. Xxxxx, Xx.
---------------------------------
Printed Name

3/29/00
---------------------------------
Date

(REDACTED)

X. Xxxxx Medical

Dual Chamber Mixing Bag Prices
for
CORAM HEALTHCARE

Catalog Size Units Price Price Volume Net Price Net Price Estimated Annual
Number Description (mL) (case) Each Case Incentive Each Case Unit Volume
------- ----------- ---- ------ ----- ----- --------- --------- --------- ----------------

CH1500 Dual Chamber Mixing Bag, 1500
EVA Formulation, Latex
Free, with HyperFormer
or Automix compatible
connector USC1522

CH3000 Dual Chamber Mixing Bag, 3000
EVA Formulation, Latex
Free, with HyperFormer
or Automix compatible
connector USC3022

CH4000 Dual Chamber Mixing Bag, 4000
EVA Formulation, Latex
Free, with HyperFormer
or Automix compatible
connector

Total

(REDACTED)

Annual Dual Chamber Usage
for
Coram Healthcare

AUTOMIX HYPERFORMER
Automix/Automix Automix/Spike HyperFormer/HyperFormer
PHARMACY 1500 mL 3000 mL 4000 mL 1500 mL 3000 mL 1500 mL 3000 mL
USC1522 USG3022 USC4022 USC1520 USC3020 XXX0000 XXX0000
Xxxx Xxxxxxxxx Manager State HSC Units Units Units Units Units Units Units Comments
---- ----------------- ----- --- ------- ------- ------- ------- ------- --------- --------- --------

Birmingham Xxx Xxxxxx AL H
Phoenix Xxxxx Xxxxxx AZ A
Bakersfield Xxxxxxx X'Xxxxx CA A
Glendale Xxxxxxx X'Xxxxx CA A
Ontario Xxxxxxx X'Xxxxx CA A
San Diego Xxxxx XxxXxxxxx CA A
San Francisco Xxxxx Xxxxxxxx CA H
Santa Xxxxxxx Xxxxxxx X'Xxxxx CA A
Tustin Xxxxx XxxXxxxxx CA A
Denver Xxxxx Xxxxxx CO H
Waterbury Xxxxx Xxxxxxx CT A
Tampa Xxx Xxxx FL A/H
Jacksonville Xxx Xxxx FL H
Atlanta Xxxx Xxxxxx GA A
Honolulu Open HI A
Davenport Xxxxxx Xxxxxxxx IA A
Boise Xxxxx Xxxxx ID A
Chicago Xxxxx Xxxxxx IL A
Fort Xxxxx Xxxx Xxxxxxxx IN A
Indianapolis Xxxx Xxxxxxxx IN A
Wichita Xxx Xxxxxx KS A
Lenexa Xxx Xxxxxx KS H

Coram Duel Usage/Rvsd DC by State Printed: 8/2/01

(REDACTED)

(X. XXXXX MEDICAL INC. LETTERHEAD)

September 18, 2000

Xxxxx Xxxxxx
Senior Vice President, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxxxx:

Please consider this letter as an addendum to the current Coram Healthcare
Agreement with X. Xxxxx Medical commencing December 1, 1995.

X. Xxxxx Medical is pleased to modify pricing on the following catalog number.
Please insure that this code number is approved as a PREFERRED PRODUCT under the
Legacy System.

Catalog Units Price Price
Number Description Case Each Case
------- ----------- ----- ----- -----

471993 Small Bore Y Extension Set w/SAFSITE(R) valve
and luer lock connection. Total Priming Volume:
0.50 mL, Length 6 in.

471994 Small Bore Y Extension Set w/SAFSITE(R) valve
and SPIN-LOCK connection. Total Priming
Volume: 0.50 mL, Length 6 in.

415110 ULTRASITE positive pressure valve for aspiration,
injection or gravity flow of fluid upon insertion of a
male luer fitting. Priming Vol: 0.35 mL

473442 Small bore Y-extension set with ULTRASITE valve
and SPIN-LOCK connection. Priming Volume:
0.70mL, Length: 6 in.

All other terms and conditions shall be in accordance with your existing
contract with X. Xxxxx Medical, including any subsequent addenda.

Xxxxx Xxxxxx
Senior Vice President, Materials Management
September 18, 2000
Page 2

Thank you for your continued use of X. Xxxxx Medical products. We would
appreciate your signing and returning one copy of this letter in the stamped,
self-addressed envelope, which is enclosed. Should you have any questions
regarding this addendum, please contact our Denver National Accounts office at
(000) 000-0000.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
-----------------------------------
Xxxxxxx X. Xxxxxx (Authorized Signature)
Director, Corporate Accounts

Xxxxx Xxxxxx Xx. VP MM
-----------------------------------
(Printed or Typed name and Title)

9/29/00
-----------------------------------
(Date)

(STAMP)

(X. XXXXX MEDICAL INC. LETTERHEAD)

November 10, 2000

Xxxxx Xxxxxx
Senior Vice President, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxxxx:

Please consider this letter as an addendum to the current Coram Healthcare
Agreement (Contract number AS62441795) with X. Xxxxx Medical commencing
December 1, 1995.

X. Xxxxx Medical is pleased to add and/or modify pricing on the products listed
on the attached price list. Please insure that these code numbers are approved
as PREFERRED PRODUCTS under the Legacy System.

To simplify administrative procedures, all X. Xxxxx Heritage products have been
consolidated under the above Agreement and these products will be included in
all future rebate calculations. All other terms and conditions shall be in
accordance with your existing contract with X. Xxxxx Medical, including any
subsequent addenda.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
---------------------------------
Xxxxxxx X. Xxxxxx (Authorized Signature)
Director, Corporate Accounts
Xxxxx Xxxxxx Xx. VP
---------------------------------
(Printed or Typed name and Title)

11/13/2000
---------------------------------
(Date)

X. Xxxxx/XxXxx
Price List Prepared for
Coram Healthcare
Effective 11/1/99

Redacted

(REDACTED)

(X. XXXXX MEDICAL INC. LETTERHEAD)

March 30, 2001

Xxxxx Xxxxxx
Senior Vice President, Materials Management
Coram Healthcare
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Dear Xxxxx:

As per the terms and conditions of X. Xxxxx Medical's IV Solutions Agreement
with Coram Healthcare dated November 17, 1995, to include all Amendments,
percent price increase was due on December 1, 2000. However, due to
Coram Healthcare's participation under Chapter 11 proceedings, X. Xxxxx Medical
elected to postpone any pricing adjustments to allow Coram Healthcare full
opportunity to reestablish its financial position.

Now that Coram Healthcare's economic base is secure, the following alternative
is offered. X. Xxxxx Medical hereby waives the
initiated November 1, 1999.

If you are in agreement with the proposed modification, please sign in the
signature block provided and return the document to my attention in the
self-addressed, stamped envelope provided.

X. Xxxxx Medical sincerely appreciates the opportunity to serve Coram
Healthcare's IV solution requirements. We highly value the mutually beneficial
business relationship that has developed and trust that our proposal will meet
with your approval.

Please feel free to call me if you have any questions. Thank you again for all
your support.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
----------------------------------
Xxxxxxx X. Xxxxxx (Authorized Signature)
Director, National Accounts

Xxxxx Xxxxxx Xx. Vice Pres., MM
----------------------------------
(Printed or Typed name and Title)

4/16/01
----------------------------------
(Date)

(REDACTED)

(X. XXXXX MEDICAL INC. LETTERHEAD)

January 3, 2002

Xxxxx Xxxxxx
Senior Vice President,
Materials Management
Coram Healthcare
0000 Xxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000

Dear Xxxxx:

In accordance with the terms and conditions of the current Agreement between
Coram Healthcare and X. Xxxxx Medical commencing December 1, 1995 and running
through February 28, 2005, to include the Agreement Amendment dated March 29,
2000, X. Xxxxx hereby requests Coram's confirmation and approval of the
following:

1. The proposed modifications to the manufactured Dual Chamber Bag Spike
Port and IV Medication Port as detailed on the attached technical drawings.
It is understood that the medication port is an interim design which will be
replaced by a larger medication port by the end of 2002 and/or once parts
are qualified by Stedim. A sample of the final medication port has been sent
to Xxxxxxx Xxxxxxx.

2. Xxxxx will purchase a minimum of Custom Dual Chamber Bags annually or

of its Dual Chamber Bag requirements under the designated "TPN
Compounding Equipment and Mixing Bag" Product Category. Current pricing is
based upon annual minimum purchasing quantities. Future modifications to bag
designs may result in pricing increases. Coram is currently purchasing
Custom Dual Chamber Bags at a rate of units per year.

3. The Dual Chamber Bags manufactured by and distributed by X. Xxxxx
are custom products designed to Coram's specifications as mutually agreed
upon and defined in the attached technical drawings. Both and X.
Xxxxx have made a conscientious effort to meet these requirements.

4. Authorization of continued production of Custom Dual Chamber Bags
with approved modifications. Coram shall have the right to discontinue
purchase of Custom Dual Chamber Bags after 180 days written notice if
X. Xxxxx fails to provide product or service of a quality or technical level
which fails to meet ordinary standards of the medical care industry. Upon
submission of termination notification, Coram agrees to continue to purchase
either of its Custom Dual Chamber Bag requirements from X. Xxxxx through out
the 180 day period or purchase all in X. Xxxxx'x
possession and all Custom Dual Chamber Bag in process materials, whichever
is less.

(REDACTED)

Xxxxx Xxxxxx
January 3, 2002
Page 2

5. Upon release of the modified Custom Dual Chamber Bags, Coram will continue to
purchase inventory on a first-in, first-out basis. However, a determined
effort will be made to supply only modified inventory to selected pharmacies
if possible.

We sincerely appreciate the opportunity to fulfill Coram's Custom Dual Chamber
Bag requirements and look forward to a continuation of this mutually beneficial
relationship in the future. Your signature in the space provided will confirm
Coram's acceptance of the provisions specified above.

Very truly yours, Accepted by:

/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXXXX
---------------------------
Xxxxxxx X. Xxxxxx Signature
Director, National Accounts
Xxxxx Xxxxxx
Xx. VP Materials Management
---------------------------
Printed Name/Title

1/9/02
---------------------------
Date

Document Metadata

Table of Contents

MCGAW, INC. AND CORAM HEALTHCARE AGREEMENT

Document Metadata