exv10w7






EXHIBIT 10.7




FIRST AMENDMENT TO

PHARMACY PURCHASE AGREEMENT




          THIS FIRST AMENDMENT TO PHARMACY PURCHASE AGREEMENT is entered into effective the 23rd day of
May, 2008, among APOTHECARYRX, LLC, an Oklahoma limited liability company (the “Buyer”), PARKWAY
DRUGS, INC., an Illinois corporation (“Parkway”), REHN-HUERBINGER DRUG CO., an Illinois corporation
(“RHD Co.”), 666 DRUG COMPANY, an Illinois corporation (“Drug Co.”), WILMETTE-HUERBINGER DRUG CO.,
an Illinois corporation (“WHD Co.” and collectively with Parkway, RHD Co. and Drug Co., the
“Sellers”), EDWARD FOX, an individual (“Fox”), SIMPSON GOLD, an individual (“Gold”), LAWRENCE
HORWITZ, an individual (“Horwitz”), and STEVEN FEINERMAN, an individual (“Feinerman” and together
with Fox, Gold and Horwitz, collectively, the “Shareholders”).




W I T N E S S E T H :




          WHEREAS, the Buyer, the Sellers and the Shareholders entered into that certain Pharmacy
Purchase Agreement dated effective May 2, 2008 (the “Agreement”), for the sale and purchase of the
Sellers’ pharmacies in and around Chicago, Illinois; and




          WHEREAS, the parties desire to amend the Agreement to address certain closing procedures.




          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:



1. Definition of Terms. Except as otherwise defined herein, all capitalized terms will
have the same meaning herein as the terms are defined in the Agreement.



2. Inventory. Paragraph 5 of the Agreement is hereby amended to provide that the parties
have agreed to schedule Physical Inventory for each Business for the dates and times set forth
below under the heading “Inventory Date:”




	 	 	 	 	 	 	 
	Owner	 	Business Location	 	Inventory Date	 	Time of Transfer
	RHD Co.

	 	353 Park Avenue

Glencoe, IL 60022
	 	6:00 a.m., June 1,
2008
	 	6:00 a.m., June 1,
2008
	 
	 	 	 	 	 	 
	Drug Co.

	 	680 N. Lake Shore
Drive

Chicago, IL 60611
	 	Closing time, June
2, 2008
	 	6:00 a.m., June 3,
2008
	 
	 	 	 	 	 	 
	WHD Co.

	 	333 Ridge Road

Wilmette, IL 60091
	 	6:00 a.m., June 4,
2008
	 	6:00 a.m., June 4,
2008
	 
	 	 	 	 	 	 
	Parkway

	 	2346 N. Clark Street

Chicago, IL 60614
	 	6:00 a.m., June 5,
2008
	 	6:00 a.m., June 5,
2008






First Amendment to

Pharmacy Purchase Agreement




 









 




3. Time of Transfer. Paragraph 10.3 of the Agreement is hereby amended to provide that
there will be a separate Time of Transfer for each Business location which will be deemed to be the
times set forth under the heading “Time of Transfer” in the table in paragraph 3 of this First
Amendment. The Assets for each separate Business location will be conveyed by separate assignment
documents setting forth the foregoing effective times for the transfers.



4. The Closing. Paragraph 10 of the Agreement is hereby amended to provide that the
Closing Date will be the first business day after the last of the Physical Inventories is
completed. The parties expect the Closing Date to be June 6, 2008. The parties may agree (but
have no obligation to agree) to close on June 5, 2008, if the final Physical Inventory is complete
and all closing documents executed prior to the wire transfer deadline.



5. Interest. On the Closing Date, the Buyer will pay to the applicable Seller, in
immediately available funds, interest at the then current prime rate published in the Wall Street
Journal on the sum of the Merchandise Inventory Price and the cash amount of the Base Price for the
number of days between the Time of Transfer for each location and the Closing Date, including the
day of the Time of Transfer but excluding the day of the Closing Date. The interest on the Base
Price will be allocated based on the percentages set forth at Schedule “4.5” to the Agreement and
the interest on the Merchandise Inventory Price will be allocated to the owner of the Merchandise
Inventory from which the Merchandise Inventory Price is calculated. Accordingly, based on the
foregoing, a Closing Date of June 6, 2008, and the Times of Transfer set forth in the table in
paragraph 3 above, the Buyer will pay: (a) to RHD Co., 5 days of interest on the sum of (i) 61.62%
of the cash amount of the Base Price plus (ii) the Merchandise Inventory Price attributable to
Merchandise Inventory at RHD Co.’s Business; (b) to Drug Co., 3 days of interest on the sum of (i)
19.25% of the cash amount of the Base Price plus (ii) the Merchandise Inventory Price attributable
to Merchandise Inventory at Drug Co.’s Business; (c) to WHD Co., 2 days of interest on the sum of
(i) 8.71% of the cash amount of the Base Price plus (ii) the Merchandise Inventory Price
attributable to Merchandise Inventory at WHD Co.’s Business; and (d) to Parkway, 1 day of interest
on the sum of (i) 10.42% of the cash amount of the Base Price plus (ii) the Merchandise Inventory
Price attributable to Merchandise Inventory at Parkway’s Business.



6. Employee Meetings. Paragraph 7.1 of the Agreement is hereby amended to the extent
necessary to provide that the Buyer may meet with the employees of the Businesses beginning May 27,
2008, at reasonable times acceptable to the Sellers.



7. Supersession. In all respects, except as specifically amended hereby, the Agreement
remains in full force and effect and unabated.



8. Multiple Counterparts. This First Amendment may be executed in counterparts, or
facsimiles thereof, each of which will be deemed an original document but all of which will
constitute a single document.




First Amendment to

Pharmacy Purchase Agreement

Parkway Drugs





 









 








SIGNATURE PAGE TO FIRST AMENDMENT TO

PHARMACY PURCHASE AGREEMENT




     IN WITNESS WHEREOF, this First Amendment has been executed by the parties effective the date
first above written.



	 	 	 	 	 
	 	Seller:




REHN-HUERBINGER DRUG CO., an Illinois
corporation

 	 
	 	By:  	/S/ STEVEN FEINERMAN
 	 
	 	 	Steve Feinerman, President 	 
	 	 	 	 
	 
	 	Seller:




PARKWAY DRUGS, INC, an Illinois corporation

 	 
	 	By:  	/S/ STEVEN FEINERMAN
 	 
	 	 	Steve Feinerman, President 	 
	 	 	 	 
	 
	 	Shareholder:

 	 
	 	/S/ STEVEN FEINERMAN
 	 
	 	STEVEN FEINERMAN, individually 	 
	 	 	 
	 



First Amendment to

Pharmacy Purchase Agreement

Parkway Drugs





 









 





SIGNATURE PAGE TO FIRST AMENDMENT TO

PHARMACY PURCHASE AGREEMENT




     IN WITNESS WHEREOF, this First Amendment has been executed by the parties effective the date
first above written.



	 	 	 	 	 
	 	Seller:




666 DRUG CO., an Illinois corporation

 	 
	 	By:  	/S/ EDWARD FOX
 	 
	 	 	Edward Fox, President 	 
	 	 	 	 
	 
	 	Shareholder:

 	 
	 	/S/ EDWARD FOX
 	 
	 	EDWARD FOX, individually 	 
	 	 	 
	 



First Amendment to

Pharmacy Purchase Agreement

Parkway Drugs





 









 








SIGNATURE PAGE TO FIRST AMENDMENT TO

PHARMACY PURCHASE AGREEMENT




          IN WITNESS WHEREOF, this First Amendment has been executed by the parties effective the date
first above written.




	 	 	 	 	 
	 	

Seller:




WILMETTE-HUERBINGER DRUG CO., an Illinois
corporation

 	 
	 	By:  	/S/ LAWRENCE HORWITZ
 	 
	 	 	Lawrence Horwitz, President 	 
	 	 	 	 
	 
	 	Shareholder:

 	 
	 	/S/ LAWRENCE HORWITZ
 	 
	 	LAWRENCE HORWITZ, individually 	 
	 	 	 
	 



First Amendment to

Pharmacy Purchase Agreement

Parkway Drugs





 









 








SIGNATURE PAGE TO FIRST AMENDMENT TO

PHARMACY PURCHASE AGREEMENT




          IN WITNESS WHEREOF, this First Amendment has been executed by the parties effective the date
first above written.




	 	 	 	 	 
	 	Shareholder:

 	 
	 	/S/ SIMPSON GOLD
 	 
	 	SIMPSON GOLD, individually 	 
	 	 	 
	 



First Amendment to

Pharmacy Purchase Agreement

Parkway Drugs





 









 








SIGNATURE PAGE TO FIRST AMENDMENT TO

PHARMACY PURCHASE AGREEMENT




          IN WITNESS WHEREOF, this First Amendment has been executed by the parties effective the date
first above written.




	 	 	 	 	 
	 	APOTHECARYRX, LLC, an Oklahoma limited
liability company

 	 
	 	By  	/S/ LEWIS P. ZEIDNER
 	 
	 	 	Lewis P. Zeidner, President
 	 
	 	(the “Buyer”) 	 
	 



First Amendment to

Pharmacy Purchase Agreement