exv10w8






EXHIBIT 10.8




SECOND AMENDMENT TO



PHARMACY PURCHASE AGREEMENT




          THIS SECOND AMENDMENT TO PHARMACY PURCHASE AGREEMENT is entered into effective the 3rd day of
June, 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, as amended by the First Amendment to Pharmacy
Purchase Agreement dated effective May 23, 2008 (together, 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. The Closing. Paragraph 10 of the Agreement is hereby amended to provide that the
Closing Date will be June 3, 2008.



3. Cash at Closing. Paragraph 4 of the Agreement is hereby amended to provide as follows.
On the Closing Date, the Buyer will pay to RHD Co., as disbursement agent for the Sellers in
immediately available funds: the cash portion of the Base Price in the amount of Three Million
Five Hundred Thousand Dollars ($3,500,000.00); all of the Merchandise Inventory Price for the RHD
Co. Business and the Drug Co. Business; and all of the amount of the Will Call Receivables for the
RHD Co Business and the Drug Co. Business. The parties will execute and deliver a settlement
statement setting forth the foregoing amounts at closing.



4. Bills of Sale; Additional Funding. The Buyer will pay to RHD Co., as disbursement agent
for the Sellers, the Merchandise Inventory Price and the amount of the Will Call Receivables for
the WHD Co. Business and the Parkway Business as soon as the parties have agreed to the results of
the Physical Inventory for each such Business location. The parties



Second
Amendment to 
Pharmacy Purchase Agreement



 









 






intend for the payment to occur on the day of the Time of Transfer for each such Business location,
but recognize the possibility that the Physical Inventory could extend beyond the wire deadline on
such day whereupon payment will be made the following morning. At the same time that the payments
for the Merchandise Inventory and the Will Call Receivables for the WHD Co. Business and the
Parkway Business are made by the Buyer, WHD Co. and Parkway will execute and deliver separate bills
of sale for such property to be deemed effective at the Time of Transfer for each Business
location. The parties will execute a supplemental settlement statement or other document setting
forth the amounts described in this paragraph.



5. Amendment to Paragraph 11.2. The last occurrence of the word “to” in part (b) of
paragraph 11.2 of the Agreement is hereby deleted.



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



7. Multiple Counterparts. This Second 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.




[Signature Pages Follow]




Second
Amendment to 
Pharmacy Purchase Agreement
 Parkway Drugs




 









 








SIGNATURE PAGE TO SECOND AMENDMENT TO

PHARMACY PURCHASE AGREEMENT




     IN WITNESS WHEREOF, this Second 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







Second
Amendment to 
Pharmacy Purchase Agreement
 Parkway Drugs



 









 






SIGNATURE PAGE TO SECOND AMENDMENT TO



PHARMACY PURCHASE AGREEMENT




     IN WITNESS WHEREOF, this Second 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






Second
Amendment to 
Pharmacy Purchase Agreement
 Parkway Drugs



 









 








SIGNATURE PAGE TO SECOND AMENDMENT TO

PHARMACY PURCHASE AGREEMENT




     IN WITNESS WHEREOF, this Second 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





Second
Amendment to 
Pharmacy Purchase Agreement
 Parkway Drugs





 









 








SIGNATURE PAGE TO SECOND AMENDMENT TO

PHARMACY PURCHASE AGREEMENT




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



	 	 	 
	 

	 	Shareholder:
	 
	 	 
	 

	 	/S/ SIMPSON GOLD

SIMPSON GOLD, individually





Second
Amendment to 
Pharmacy Purchase Agreement
 Parkway Drugs





 









 








SIGNATURE PAGE TO SECOND AMENDMENT TO

PHARMACY PURCHASE AGREEMENT




     IN WITNESS WHEREOF, this Second 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”)






Second
Amendment to 
Pharmacy Purchase Agreement