Exhibit 10.19


 


MHA LONG TERM CARE NETWORK, INC.


PARTICIPATING PROVIDER AGREEMENT


 


This Participating LTC Pharmacy Agreement (“Agreement”)
is between MHA Long Term Care Network, Inc. (“Network”)
a Delaware corporation located at 25A Vreeland Ave #203, Florham Park, New
Jersey 07932 and the Long-Term Care Pharmacy (“LTC Pharmacy”)
which has executed the signature page hereof.


 


ARTICLE I.                                Scope
of Agreement


 


A.  Grant
of Authority.  LTC Pharmacy hereby (i) appoints Network as
LTC Pharmacy’s agent for the purposes of marketing the services of LTC Pharmacy
to Third-Party Payors and contracting with such Third-Party Payors on behalf of
LTC Pharmacy and (ii) agrees to be a Participating Long-Term Care Pharmacy in
Network.


 


B.  LTC
Pharmacy Right to Contract/Exclusivity.  Except as specifically set forth in this
Article, LTC Pharmacy shall retain its full right and ability to establish,
contract, or otherwise associate directly with any Third-Party Payor without
being deemed in breach of this Agreement, provided that any such contract or
other arrangement shall not materially interfere with or prevent LTC Pharmacy
from fulfilling its obligations under this Agreement. However, LTC Pharmacy
shall not, during the term of this Agreement contract with any other national network
or entity that would contract with Third-Party Payors on behalf of LTC
Pharmacy. In the event that LTC Pharmacy contracts directly with any
Third-Party Payor, such contract between LTC Pharmacy and Third-Party Payor
shall survive: i) the termination of this Agreement for any reason; or ii) the
termination of LTC Pharmacy’s participation under any particular Accepted
Product Description.


 


C.  Common
Contracts.  Notwithstanding
the provisions of paragraph B of
this Article I, if LTC Pharmacy shall have a
contract with the same Third-Party Payor as Network, LTC Pharmacy shall be
required to render Covered Pharmacy Services pursuant to the Payor
Reimbursement Schedule set forth in the contract negotiated by the Network if
the contract negotiated by the Network has a Payor Reimbursement Schedule which
provides for compensation to LTC Pharmacy that, in the aggregate, is not less
than the compensation provided pursuant to the contract directly between LTC
Pharmacy and the Third-Party Payor.


 


ARTICLE II.                            Agreements
and Obligations of the Parties


 


A.  Pharmacy
Services.  LTC
Pharmacy hereby agrees to provide Covered Pharmacy Services to Beneficiaries in
accordance with applicable pharmacy law and regulations. LTC Pharmacy
acknowledges that neither Network nor any Third-Party Payor, by this Agreement
or otherwise, guarantees to LTC Pharmacy a minimum number of Beneficiaries.


 


B.  Non-Discrimination.
 LTC Pharmacy
shall not discriminate in the provision of Covered Pharmacy Services to
Beneficiaries based on race, creed, age, gender, disability, sexual
orientation, place of origin, source of payment, health status or type of
illness or condition, and shall otherwise render Covered Pharmacy Services in
accordance with generally accepted standards of care, safety and efficiency and
in compliance with all relevant federal, state and local laws and regulations.


 

















 


C.  Records.  LTC Pharmacy shall maintain adequate
pharmacy, financial and administrative records for all care provided to
Beneficiaries. Network agrees to comply with all federal and state laws
regarding confidentiality of patient records. These provisions shall survive
termination of this Agreement for any reason.


 


D.  Compliance
With Law.  LTC Pharmacy agrees to comply fully with all
applicable federal and state laws, regulations and regulatory agency
guidance(s). Applicable federal laws and regulations include, but are not
limited to the Medicare Modernization Act (“MMA”),
including substantially complying with the CMS Minimum Performance and Service
Criteria set forth in the CMS Addendum,
and the Health Insurance Portability and Accountability Act (“HIPAA”) and regulations promulgated pursuant thereto.
Applicable state laws include, but are not limited to the minimum standards for
pharmacy practice and licensure in the state in which pharmacy provides its
services.


 


E.  Compliance
With Third-Party Payor Requirements.  LTC Pharmacy agrees to comply fully with the
requirements of this Agreement, Accepted Product Descriptions, Third-Party
Payor and Network policies and procedures including, but not limited to, (i)
quality assurance; (ii) utilization management; (iii) claims payment review and
(iv) grievances and in compliance with Third-Party Payors’ contractual
obligations to CMS. Network or Third-Party Payors will advise LTC Pharmacy of
all such policies and procedures.


 


F.  Network
Roster.  LTC
Pharmacy agrees to allow Network and Third-Party Payors to use LTC Pharmacy’s
name, address, telephone number, and other similar information in their
directories of Participating Long-Term Care Pharmacies.


 


G.  Fees
Due to Network from LTC Pharmacy.  LTC Pharmacy shall pay Network fees in
accordance with Exhibit A.


 


H.  Product
Descriptions.  LTC Pharmacy agrees to be bound by a Product
Description that, in the Judgment of Network, is consistent with the terms of
this Agreement. LTC Pharmacy shall be bound by the Product Description unless
LTC Pharmacy provides Network with written notice of rejection within thirty
(30) days after Network provides notice to LTC Pharmacy that it has entered
into such Product Description. The terms and conditions of any Accepted Product
Description may be amended by agreement of Network, as agent for LTC Pharmacy,
and the applicable Third-Party Payor, without LTC Pharmacy’s consent, so long
as the compensation provisions meet the requirements of this Agreement. In the
event of an amendment of an Accepted Product Description, including changes in
reimbursement, Network shall provide LTC Pharmacy with thirty (30) days’ prior
written notice thereof. If LTC Pharmacy does not object in writing to such
proposal within thirty (30) days after Network gives such notice, the amendment
shall become effective at the expiration of such thirty (30) day period. If LTC
Pharmacy objects in writing to the proposal as set forth herein, LTC Pharmacy
shall no longer be eligible to participate in the corresponding Product offered
by such Third-Party Payor. Notwithstanding the foregoing, all of the terms and
conditions set forth in any direct contract between LTC Pharmacy and a
Third-Party Payor, as set forth in paragraph B of Article 1, shall survive and remain in full force and effect
in the event that LTC Pharmacy


 


2

















 


rejects any Product Description or amendment to an Accepted Product
Description as set forth above. All notices required by this section shall be
in accordance with Article IV(F).


 


I.  Compensation.  LTC Pharmacy shall receive compensation
for Covered Pharmacy Services rendered to Beneficiaries in accordance with the
applicable Accepted Product Description.


 


J.  Source
and Time of Payment.  LTC Pharmacy acknowledges that, although
Network may contract with a Third-Party Payor, as agent for LTC Pharmacy, and
Network may provide administrative services in connection with a Benefit Plan,
Network shall not be liable in any way for payment to LTC Pharmacy for Covered
Pharmacy Services rendered to Beneficiaries unless the Third-Party Payor has
paid Network for such Covered Pharmacy Services. Network shall use its best
efforts to require Third-Party Payors to pay clean claims within fifteen (15)
days after adjudication thereof.


 


K.  Payments
to Network.  LTC Pharmacy acknowledges that Network may
receive a fee from Third-Party Payors to compensate Network for (x) granting
such Third-Party Payor(s) access to the Network and (y) administrative costs
relating to the development and operation of the Network.


 


ARTICLE III.                        Term,
Suspension and Termination


 


A.  Term
and Renewal.  The initial term of this Agreement shall commence
on the Effective Date and end on December 31st of the calendar year following
the year of the Effective Date, unless earlier terminated in accordance with
the terms of this Article. This Agreement shall thereafter be automatically
renewed for successive one-year terms unless (i) either party hereto gives the
other party hereto ninety (90) days’ written notice of non-renewal prior to the
commencement of any such renewal term or (ii) this Agreement is earlier
terminated in accordance with the terms of this Article.


 


B.  Termination.  This Agreement, or LTC Pharmacy’s
participation under a particular Accepted Product Description may be terminated
as follows:


 


1.               By mutual agreement
of Network and LTC Pharmacy, at any time.


 


2.               By Network or
Third-Party Payor, upon thirty (30) days’ prior written notice to LTC Pharmacy:


 


a.                    On
suspension or termination of LTC Pharmacy’s license or its participation in
Medicaid, Medicare or other federal health program;


 


b.                   On
the indictment for a felony of LTC Pharmacy or for any criminal charge related
to the rendering of pharmacy services;


 


c.                    On
the failure of LTC Pharmacy to comply with Network’s and/or a Third-Party Payor’s
utilization management, quality assurance or other requirements, provided LTC
Pharmacy has not cured any such failure within thirty (30) days from its
receipt of notification from Network or the Third-Party Payor;


 


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d.                   If
LTC Pharmacy becomes insolvent, bankrupt, files a voluntary petition in bankruptcy,
makes an assignment for the benefit of creditors or consents to the appointment
of a trustee or receiver;


 


e.                    On
a material breach of this Agreement, including any Accepted Product
Descriptions, by LTC Pharmacy that remains unremedied for more than thirty (30)
days after receipt by LTC Pharmacy of written notice thereof (or if such breach
cannot be remedied within such thirty (30) day period, LTC Pharmacy has failed
to make substantial effort towards such remedy as determined in the discretion
of Network); or


 


f.                      Upon
the enactment of any federal, state or local law or regulation or the written
interpretation of any law or regulation by a court or government that affects
the method of reimbursement or any other material provision of this Agreement
in a significant manner adverse to Network.


 


3.                    Immediately by Network or a Third-Party
Payor with respect to a particular Accepted Product Description, upon written
notice to LTC Pharmacy on a determination by Network or a Third-Party Payor, in
their sole discretion, that (i) LTC Pharmacy shall have engaged in fraud,
theft, embezzlement or other financial misconduct, (ii) a final disciplinary
action by a state licensing board or other governmental agency has occurred,
the effect of which is to impair LTC Pharmacy’s ability to operate as such or
(iii) LTC Pharmacy has engaged in conduct that poses an immediate and material
threat to the safety and/or well-being of any patient to whom LTC Pharmacy has
rendered or intends to render care.


 


4.                    By LTC Pharmacy, upon notice to
Network as set forth in Article IV
hereof, in the event LTC Pharmacy objects to an amendment to this Agreement.


 


5.                    By LTC Pharmacy, upon thirty (30)
days’ prior written notice to Network:


 


a.                    If
Network becomes insolvent, bankrupt, files a voluntary petition in bankruptcy,
makes a general assignment for the benefit of creditors or consents to the
appointment of a trustee or receiver; or


 


b.                   Upon
the enactment of any federal, state or local law or regulation or the written
interpretation of any law or regulation by a court or government that affects
the method of reimbursement or any other material provision of this Agreement
in a significant manner adverse to LTC Pharmacy.


 


6.                    By
LTC Pharmacy, in the event of a material breach of this Agreement by Network
that remains unremedied for more than thirty (30) days after receipt by Network
of written notice thereof or if such breach cannot be remedied within such
thirty (30) day period, Network has not made substantial effort towards such
remedy.


 


Upon termination of this Agreement or any Accepted Product Description,
reasonable actions shall be taken by both parties hereto to ensure proper
transfer of applicable Beneficiaries under LTC Pharmacy’s care. This provision
shall survive termination of this Agreement.


 


4

















 


ARTICLE IV.                       Miscellaneous
Provisions


 


A.  Assignment.  Neither party hereto shall assign this
Agreement without the prior written consent of the other party. Any purported
assignment without such consent shall be null and void. Notwithstanding the
foregoing, Network may assign this Agreement, in whole or in part, to a parent,
subsidiary or an affiliate thereof upon the giving of written notice of such assignment
to LTC Pharmacy. This Agreement shall extend to and be binding upon the
successors and assigns of the respective parties should any assignment be
consented to and made.


 


B.  Amendments.  Product Descriptions may be amended as
provided in Article II(H). Other amendments
may be made as follows: Network may amend this Agreement on ten (10) days’
prior written notice to conform to any regulatory requirements. Additionally,
this Agreement may be amended by Network upon thirty (30) days' prior written
notice by certified mail to LTC Pharmacy of the proposed amendment. If LTC
Pharmacy does not object to such proposed amendment in the manner hereinafter
set forth, the amendment shall be effective and LTC Pharmacy shall be bound by
the terms thereof upon the expiration of such thirty (30) day period. If LTC
Pharmacy objects to such amendment, LTC Pharmacy may terminate this Agreement
by providing written notification thereof to Network within fifteen (15) days
of the giving of the notice of amendment. If LTC Pharmacy submits notice of
termination as provided in this Article IV,
Network may, at its sole option, continue LTC Pharmacy’s participation under
this Agreement without giving effect to such amendment upon written notice to
LTC Pharmacy within five (5) business days after receipt of LTC Pharmacy’s notice
of termination. LTC Pharmacy may also terminate this agreement pursuant to Article III(A).


 


C.  Relationship
of Parties.  The
parties hereto are independent legal entities. Except for the appointment by
LTC Pharmacy of Network as LTC Pharmacy’s agent pursuant to Article I(A) hereof, 
nothing in this Agreement shall be deemed to create any relationship of
joint venturers, employer and employee, or principal and agent between Network,
or a Third-Party Payor and LTC Pharmacy. In performing services under this
Agreement, LTC Pharmacy and Network are independent contractors.


 


D.  Governing
Law.  This
Agreement shall be interpreted, construed, governed by and enforced in
accordance with the laws of the State of New Jersey without regard to its
conflicts of laws provisions.


 


E.  Waiver.
 No failure on
the part of any party hereto to exercise, and no delay in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or remedy hereunder preclude
any other or further exercise thereof, or the exercise of any other right,
power or remedy.


 


F.  Notices.
 All notices
required under this Agreement, shall be in writing, and shall be deemed to have
been duly given on the date delivered if delivered in person; or one (1) day
after being sent if sent overnight by prepaid Federal Express or other similar
prepaid, receipted overnight courier service; or seven (7) days after being
sent if sent by first class mail properly addressed to the respective party at
the address set forth herein.


 


5

















 


G. Survival.  All representations,
warranties and covenants made or furnished by any party hereunder, as well as
all of the terms and conditions hereof that by their nature survive, whether
expressly set forth herein or otherwise, shall be construed to be continuous
and shall survive the execution, performance, termination or expiration of this
Agreement and shall remain in full force and effect, and shall be enforceable
by the parties hereto and their respective legal representatives, successors
and permitted assigns.


 


H. Severability.  In the event any one
or more of the provisions of this Agreement shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected thereby
unless any party would be substantially deprived of benefits hereunder as a
result thereof.


 


I. Further Assurances.
 Each party hereto shall perform any
further acts and execute and deliver any documents that may be reasonably
necessary to carry out the provisions and purposes of this Agreement.


 


J. Entire Agreement.
 This Agreement and amendments hereto
pursuant to Article IV(B) hereof (together
with all Accepted Product Descriptions and other addenda attached hereto and
thereto, which by this reference are incorporated herein and made a part
hereof), embody the entire agreement and understanding among the parties hereto
with respect to the subject matter hereof and cancel and supersede all prior
agreements and understandings between the parties hereto, whether written or
oral, with respect to the subject matter hereof. In the event of any
inconsistency between the language of this Agreement and an Accepted Product
Description, the terms of the Accepted Product Description shall prevail with
respect thereto. This Agreement alone shall govern and control the parties’
rights, duties, obligations and liabilities with respect to the matters set
forth herein, and no statement, representation, warranty or covenant has been
made by any party with respect thereto except as expressly set forth herein.


 


IN WITNESS WHEREOF, the
parties have executed this Agreement on the dates indicated below.


 


	
  MHA Long Term Care Network, Inc. 

  	
   

  	
  LTC
  Pharmacy

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael J. Sicilian

  	
   

  	
  Print Name:

  	
  MARK BALDINGER

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  5/16/05

  	
   

  	
  Signature:

  	
  /s/ Mark Baldinger

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  790-750 PARK PLACE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tax ID:

  	
  13-1865997

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  4/7/05

  	
   

  
											



 


6

















 


DEFINITIONS


 


The following terms with their initial letters capitalized shall,
unless the context requires otherwise, have the following meanings:


 


“Accepted Product Description”
is a Product Description to which LTC Pharmacy becomes bound in accordance with
the terms of Article II(H) hereof. Upon LTC
Pharmacy becoming so bound, the Accepted Product Description(s) shall be deemed
to be attached to this Agreement as addendum(s) hereto.


 


“Benefit Plan” is the contract,
certificate or other evidence of coverage issued by a Third-Party Payor that
describes the obligations of the Third-Party Payor to deliver pharmacy services
to, and/or pay for pharmacy services on behalf of, Beneficiaries.


 


“Covered Pharmacy Services” are
those pharmacy services that a Third-Party Payor is obligated to provide to,
and/or pay for on behalf of, Beneficiaries as set forth in a Benefit Plan.


 


“Product” is a health care
benefit program offered by a Third-Party Payor or combination of Third-Party
Payors that utilizes Participating Long-Term Care Pharmacies to provide
pharmacy Covered Pharmacy Services to Beneficiaries under terms and conditions
described in the applicable Product Description.


 


“Product Description” is a
written description of a Product that is offered and financed by a Third-Party
Payor. The Product Description includes terms and conditions, including,
without limitation, compensation, under which Participating Long-Term Care
Pharmacies may provide Covered Pharmacy Services to Beneficiaries enrolled in
the Product and shall include the relevant terms of the Benefit Plan and the
Payor Reimbursement Schedule for the Product.


 


“Third-Party Payor” means a
Medicare Part D Plan (including entities working on behalf of Medicare Part D
plans) or other entity listed in a Product Description.


 


7

















 


EXHIBIT A


 


FEES DUE TO NETWORK


 


Network shall attempt to have Third-Party Payors pay for Network’s
services under this Agreement. However, in order to cover its costs, Network
reserves the right to charge a fee to LTC Pharmacy if a Third-Party Payor does
not agree to pay for Network’s services. In that event, LTC Pharmacy shall pay
Network a fee, not to exceed two hundred ($200.00) dollars per month. This fee
may be waived, in whole or in part, by Network to the extent that Third-Party
Payors have agreed to pay administrative fees to Network.


 


8

















 


CMS ADDENDUM


 


MINIMUM PERFORMANCE AND SERVICE CRITERIA


 


1.                                      Comprehensive Inventory and Inventory Capacity — LTC
Pharmacy must provide a comprehensive inventory of Plan formulary drugs
commonly used in the long term care setting. In addition, LTC Pharmacy must
provide a secured area for physical storage of drugs, with necessary added
security as required by federal and state law for controlled substances. This
is not to be interpreted that the pharmacy will have inventory or security
measures outside of the normal business setting.


 


2.                                       Pharmacy Operations and Prescription Orders — LTC Pharmacy
must provide services of a dispensing pharmacist to meet the requirements of
pharmacy practice for dispensing prescription drugs to LTC residents, including
but not limited to the performance of drug utilization review (“DUR”). In addition, the LTC Pharmacy pharmacist must conduct
DUR to routinely screen for allergies and drug interactions, to identify
potential adverse drug reactions, to identify inappropriate drug usage in the
LTC population, and to promote cost effective therapy in the LTC setting. The
LTC Pharmacy must also be equipped with pharmacy software and systems
sufficient to meet the needs of prescription drug ordering and distribution to
an LTC facility. Further, the LTC Pharmacy must provide written copies of the LTC
Pharmacy’s pharmacy procedures manual and said manual must be available at each
LTC facility nurses’ unit. LTC Pharmacy is also required to provide ongoing
in-service training to assure that LTC facility staff are proficient in the LTC
Pharmacy’s processes for ordering and receiving of medications. LTC Pharmacy
must be responsible for return and/or disposal of unused medications following
discontinuance, transfer, discharge, or death as permitted by State Boards of
Pharmacy. Controlled substances and out of date substances must be disposed of
within State and Federal guidelines.


 


3.                                      Special Packaging — LTC Pharmacy must have the capacity to
provide specific drugs in Unit of Use Packaging, Bingo Cards, Cassettes, Unit
Dose or other special packaging commonly required by LTC facilities. LTC
Pharmacy must have access to, or arrangements with, a vendor to furnish
supplies and equipment including but not limited to labels, auxiliary labels,
and packing machines for furnishing drugs in such special packaging required by
the LTC setting.


 


4.                                      IV Medications — LTC Pharmacy must have the capacity to
provide IV medications to the LTC resident as ordered by a qualified medical
professional. LTC Pharmacy must have access to specialized facilities for the
preparation of IV prescriptions (clean room). Additionally, LTC Pharmacy must
have access to or arrangements with a vendor to furnish special equipment and
supplies as well as IV trained pharmacists and technicians as required to
safely provide IV medications.


 


5.                                       Compounding/Alternative Forms of Drug Composition — LTC
Pharmacy must be capable of providing specialized drug delivery formulations as
required for some LTC residents. Specifically, residents unable to swallow or
ingest medications through


 


9

















 


normal routes may require tablets split or crushed or provided in
suspensions or gel forms, to facilitate effective drug delivery.


 


6.                                      Pharmacist On-call Service — LTC Pharmacy must provide
on-call, 24 hours a day, 7 days a week service with a qualified pharmacist
available for handling calls after hours and to provide medication dispensing
available for emergencies, holidays and after hours of normal operations.


 


7.                                      Delivery Service — LTC Pharmacy must provide for delivery of
medications to the LTC facility up to seven days each week (up to three times
per day) and in-between regularly scheduled visits. Emergency delivery service
must be available 24 hours a day, 7 days a week. Specific delivery arrangements
will be determined through an agreement between the LTC Pharmacy and the LTC
facility. LTC Pharmacy must provide safe and secure exchange systems for
delivery of medication to the LTC facility. In addition, LTC Pharmacy must
provide medication cassettes, or other standard delivery systems, that may be
exchanged on a routine basis for automatic restocking. The LTC Pharmacy
delivery of medication to carts is a part of routine “dispensing”.


 


8.                                      Emergency Boxes — LTC Pharmacy must provide “emergency”
supply of medications as required by the facility in compliance with State
requirements.


 


9.                                      Emergency Log Books — LTC Pharmacy must provide a system for
logging and charging medication used from emergency/first dose stock. Further,
the pharmacy must maintain a comprehensive record of a resident’s medication
order and drug administration.


 


10.                               Miscellaneous Reports, Forms and Prescription Ordering Supplies
— LTC Pharmacy must provide reports, forms and prescription ordering supplies
necessary for the delivery of quality pharmacy care in the LTC setting. Such
reports, forms and prescription ordering supplies may include, but will not
necessarily be limited to, provider order forms, monthly management reports to
assist the LTC facility in managing orders, medication administration records,
treatment administration records, interim order forms for new prescription
orders, and boxes/folders for order storage and reconciliation in the facility.


 


10

















 


ADDENDUM(S)


 


ACCEPTED PRODUCT DESCRIPTIONS


 


(To be attached as negotiated.)


 


11

















 


	
  

  	
  
 Managed Health Care Associates Long
  Term Care Network, Inc.

  



 


September 12, 2005


 


MARK BALDINGER


BJK INC./CHEM RX


790 PARK PLACE


LONG BEACH, NY 11561


 


Dear Mark:


 


Per the contractual terms of the MHA LTC Network Participation
Agreement, we have enclosed via certified mail, this Amendment B for your files
regarding the $0.05 per paid claim administration fee. This has been discussed
on the various conference calls and was outlined in the contract terms that
have been sent to you previously. You are not required to sign or take any
action at this time. Per the terms of our agreement you now have 30 days to
notify us in the event you do not want to continue your participation in the
MHA LTC Network.


 


You will recall that at one time we discussed a dues structure in order
to find the on-going needs of the network. After negotiating contracts with the
PDPs and discussing this issue with the MHA LTC Advisory Board, the decision
was made to go with a per paid claim model that was based on actual utilization
of Network contracts. It was determined that no dues structure would be fair to
all pharmacies as a fixed dollar payment to a small pharmacy has a much
different impact than a fixed dollar payment to a large pharmacy. It is also
possible that, based on which PDPs get approved in which regions, some
pharmacies may benefit more than others based on how many MHA contracted plans
are actually approved to serve dual eligible patients in that pharmacy’s
region. By implementing the per claim admin fee it was determined that each
pharmacy would carry this cost based on their own benefit of participation in
the MHA network.


 


It is important to remember that the per claim admin fee only pertains
to those contracts where the MHA LTC Network negotiated a better rate than was
offered to any other Independent LTC pharmacy or Independent LTC Pharmacy
Network. As of today this per claim fee will apply to 13 of the 14 agreements
the Network has executed. There will be no charge for the one plan where we
agreed to a contracted rate that is equal to the rate currently available to
you in the market.


 


MHA has historically prided itself on our service, which includes
considerably more people and larger investments in technology than any of our
competition. We continually reinvest back into our business to bring you the
highest caliber customer service personnel and superior tools and technology to
help you manage your business. Our plan is to do the same with the MHA network.
To date we have invested hundreds of thousands of dollars to launch the Network
and we are only just beginning. We have recently hired a Manager of Network
Operations and are now actively recruiting for a VP of Network Services out of the
PBM industry. We are also developing the tools and services you will need to
obtain formulary and MAC information as well as creating new reports that will
marry the information we supply on the GPO side with new information needs
created by our new


 


“Exceptional Service. Extraordinary People”


25-A Vreeland Road, Suite 203, P.O. Box 789,
Florham Park, New Jersey 07932-0789


12

















 


contracts with PDPs. We can assure you that task of getting close to
500 pharmacies set up to be paid correctly by 14 PDPs on January 1, 2006 is
also consuming considerable resources.


 


MHA is convinced that the needs of our Network members will be on-going
as has been the case with our GPO members over the years. While we are satisfied
with the results of the first round of contracting, it is clear this is going
to be an on-going issue as we try to insure appropriate payment for the
services our pharmacies provide. We believe pharmacies need to look at this as
a multi-year initiative that has really only just begun now that the initial
contracting phase is over. The charge per paid claim will insure a continued
revenue stream that will make this a viable business for MHA and allow us to
make the people and technology investments required to insure we can
appropriately represent your needs with this new group of PDPs that will be
paying you for your services for the foreseeable future.


 


We appreciate your business and your being part of our GPO and Network.
If you have any questions please contact your National Account Manager Terri DiCaro
or Frank Kurilla- Pharmacy Network Operations Manager at 800-642-3020 x4435 or
by e-mailing him at fkurilla@mbainc.com


 


	
  Sincerely,

  
	
   

  
	
  /s/ Michael J. Sicilian

  	
   

  
	
   

  
	
  Michael J. Sicilian

  
	
  President

  
	
  MHA LTC Pharmacy Network, Inc.

  



 


Enclosures


 


Mailing created for:


BJK INC./CHEM RX


790 PARK PLACE


LONG BEACH, NY 11561


NCPDP: 3300794


 


13

















 


AMENDMENT TO


 


MHA LONG TERM CARE NETWORK, INC.


 


PARTICIPATING PROVIDER AGREEMENT


 


The participating LTC Pharmacy Agreement between MHA Long Term Care
Network, Inc. (“Network”) and LTC Pharmacy (“Agreement”) is hereby amended, effective September 12,
2005 as follows:


 


Exhibit A which provided for a service fee of up to $200 per month is
deleted and replaced in its entirety with the following new Exhibit A:


 


“EXHIBIT A


 


FEES DUE TO NETWORK


 


LTC Pharmacy shall pay Network an administrative fee equal to Five
($0.5) Cents for each claim LTC Pharmacy submits and which is successfully adjudicated
and paid by a Third Party Payor which has contracted with Network (“Administrative Fee”).


 


LTC Pharmacy agrees that a Third Party Payor may withhold the amount of
the above administrative fee from the payments otherwise due to LTC Pharmacy
from the Third-Party Payor and may pay the administrative fee directly to
Network.


 


In the event a Third-Party Payor does not withhold the amount of the
administrative fee, LTC Pharmacy shall pay Network the administrative fee
within 30 days of Network’s bill for such administrative fee.


 


Except as set forth above, the Agreement remains in full force and
effect.


 


Dated: September 12, 2005


 


	
   

  	
  MHA Long Term Care Network Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Sicilian

  
	
   

  	
   

  	
  Michael J. Sicilian

  
	
   

  	
   

  	
  President-MHA LTC Network, Inc.

  



 


14

















 


2nd AMENDMENT TO


 


MHA LONG TERM CARE NETWORK, INC.


 


PARTICIPATING PROVIDER AGREEMENT


 


The Participating LTC Pharmacy Agreement between MHA Long Term Care
Network, Inc. (“Network”) and BJK, Inc. (“BJK”) (“Agreement”) is hereby amended, effective January
1, 2006 as follows:


 


Exhibit A, as amended on September 12, 2005, which provided for an
administrative fee equal to Five ($0.5) Cents for each claim BJK submits and
which is successfully adjudicated is deleted and replaced in its entirety with
the following new Exhibit A:


 


EXHIBIT A


 


FEES DUE TO NETWORK


 


BJK shall pay Network an administrative fee equal to Three ($0.3) Cents
for each claim BJK submits and which is successfully adjudicated and paid by a
Third Party Payor which has contracted with Network (“Administrative
Fee”).


 


BJK agrees that a Third Party Payor may withhold the amount of the
above administrative fee from the payments otherwise due to BJK from the
Third-Party Payor and may pay the administrative fee directly to Network.


 


In the event a Third-Party Payor does not withhold the amount of the
administrative fee, BJK shall pay Network the administrative fee within 30 days
of Network’s bill for such administrative fee.


 


Except as set forth above, the Agreement remains in full force and
effect.


 


Dated:                       ,
2006


 


	
   

  	
  MHA Long Term Care Network, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas A. Present

  
	
   

  	
   

  	
  Douglas A. Present

  
	
   

  	
   

  	
  CEO-MHA LTC Network, Inc.

  



 


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