0001047469-04-019307 Sample Contracts

REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • June 4th, 2004 • Millstream Acquisition Corp • Retail-drug stores and proprietary stores • Maryland

THIS REVOLVING CREDIT AND SECURITY AGREEMENT (the "Agreement") dated as of April 30, 2004, is entered into among UNITED STATES PHARMACEUTICAL GROUP, L.L.C. d/b/a NATIONSHEALTH, a Delaware limited liability company and NATIONSHEALTH HOLDINGS, L.L.C., a Florida limited liability company (jointly and severally, the "Borrower") and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the "Lender").

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Merger Agreement • June 4th, 2004 • Millstream Acquisition Corp • Retail-drug stores and proprietary stores • Florida

This AMENDMENT AGREEMENT, dated as of June 3, 2004 (this "Agreement"), amends (i) the AGREEMENT AND PLAN OF MERGER, dated as of March 9, 2004 (the "Merger Agreement"), among MILLSTREAM ACQUISITION CORPORATION, a Delaware corporation ("Parent"), N MERGER L.L.C., a Florida limited liability company and a wholly owned subsidiary of Parent ("Sub"), and NATIONSHEALTH HOLDINGS, L.L.C., a Florida limited liability company (the "Company"), (ii) the Parent Disclosure Letter dated as of March 9, 2004 (the "Parent Disclosure Letter"), (iii) the Stockholders Agreement dated as of March 9, 2004 (the "Stockholders Agreement"), among Parent, RGGPLS Holding, Inc., a Florida corporation ("RGGPLS") and GRH Holdings, LLC, a Florida limited liability company ("GRH"), and (iv) the Registration Rights Agreement, dated as of March 9, 2004 (the "Registration Rights Agreement") among Parent, RGGPLS, GRH and Becton, Dickinson and Company, a New Jersey corporation ("BD").

MEDICAL BENEFIT DISTRIBUTION AGREEMENT
Medical Benefit Distribution Agreement • June 4th, 2004 • Millstream Acquisition Corp • Retail-drug stores and proprietary stores • New Jersey

This MEDICAL BENEFIT DISTRIBUTION AGREEMENT (this "Agreement") is made as of the 1st day of October, 2003 (the "Effective Date"), by and between Becton, Dickinson and Company, a New Jersey corporation with its principal office at 1 Becton Drive, Franklin Lakes, New Jersey 07417 ("BD"), and United States Pharmaceutical Group, LLC, d/b/a NationsHealth, a Delaware limited liability company with its principal office at 13650 NW 8th Street, Suite #109, Sunrise, FL 33325 ("Distributor"). BD and Distributor are sometimes referred to herein each as a "Party" and collectively as the "Parties".

SERVICE AGREEMENT BY AND BETWEEN UNITED STATES PHARMACEUTICAL GROUP, LLC AND PROFESSIONAL CLAIM SERVICES, INC. d/b/a WELLPOINT PHARMACY MANAGEMENT
Service Agreement • June 4th, 2004 • Millstream Acquisition Corp • Retail-drug stores and proprietary stores

THIS SERVICE AGREEMENT (the "Agreement") is dated , 2004, and is by and between UNITED STATES PHARMACEUTICAL GROUP, LLC, a Delaware limited liability company ("USPG"), and PROFESSIONAL CLAIM SERVICES, INC. d/b/a WELLPOINT PHARMACY MANAGEMENT, a New York corporation ("WellPoint").

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