**AMENDMENT NUMBER 2****TO****STRATEGIC AGREEMENT**     This Amendment Number 2 to Strategic Agreement is made and entered into effective as ofFebruary 20, 2006 (“*Amendment”)*by and among Connecticut General Life Insurance Company, aConnecticut corporation (“*CIGNA*”), United States Pharmaceutical Group, LLC, a Delawarelimited liability company (“*USPG*”) and NationsHealth, Inc., a Delaware corporation and theindirect owner of all of the membership interest of USPG (“*NationsHealth*”), collectivelyreferred to herein as the “*Parties*”.     **WHEREAS**, the Parties entered into that certain Strategic Agreement, dated as of May 4, 2005,pursuant to which, among other things, (i) USPG provides certain services in connection withCIGNA’s activities as a Medicare Part D Prescription Drug Plan sponsor and (ii) CIGNA became ashareholder and warrantholder of NationsHealth (the “*Strategic Agreement*”); and     **WHEREAS,**the Parties entered into an Acknowledgment, Waiver and Amendment dated as of October4, 2005, modifying certain terms and conditions of the Strategic Agreement;     **WHEREAS**, pursuant to Section 11.10 of the Strategic Agreement, the Parties desire to furtheramend the Strategic Agreement as expressly described below effective as of the date hereof;     **NOW, THEREFORE**, the Parties, in exchange for valuable consideration and for the mutualconsiderations set forth herein, and intending to be legally bound, hereby agree as follows:     1. Exhibit 3.01, Interim Compensation. Effective as of the date of this AmendmentExhibit 3.01, Compensation, to the Strategic Agreement shall be superseded and replaced byExhibit 3.01, Interim Compensation, as attached hereto, for the period from the date hereofthrough December 31, 2007, or through such earlier date as CIGNA may determine in its solediscretion. CIGNA will provide five (5) days written notice of its decision to terminateExhibit 3.01, Interim Compensation, prior to December 31, 2007. Upon such terminationExhibit 3.01, Compensation, shall govern the compensation arrangements of the Parties on agoing-forward basis, and the terms of Exhibit 3.01, Interim Compensation, shall no longerbe in effect.**CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.**
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     2. Exhibit 3.01, Compensation. Exhibit 3.01, Compensation, shall be amendedby striking out the definition of “******” and inserting in lieu thereof the following:     *******     3. Section 1.08, ***. The Parties hereby add Section 1.08 to the StrategicAgreement as follows:     SECTION 1.08 ***     4. Section 4.13, Cash Balance Information Access. The Parties hereby addSection 4.13 to the Strategic Agreement as follows:     SECTION 4.13 Cash Balance Information Access. NationsHealth shall usecommercially reasonable efforts to provide CIGNA with daily password protected, read-onlyaccess to its aggregate cash balances, as well as weekly electronic reports with respect toits weekly cash balances.     5. Section 6.04, Termination. The Parties hereby amend Section 6.04 of the StrategicAgreement by restating the last sentence thereof as follows:     In the event a For Cause notice is given regarding any of the events set forth inSection 6.05(e), (f), (g) or (i), the effective date of termination will be the date thatsuch notice is received by the other Party.     6. Section 6.05(b). The Parties hereby amend Section 6.05(b) of the StrategicAgreement by replacing the text thereof with the following:     (b) As to any Party, *** (excluding CIGNA Employer Group Members) as of the last dayof the then most recent annual coordinated election period as defined in 42 CFR §423.38(b)(2) and as such number of Enrollees shall be ascertained in the thirty (30) daysfollowing such annual coordinated election period.     7. Section 6.05(i). The Parties hereby add Section 6.05(i) to the StrategicAgreement as follows:     (i) ***     8. Section 6.07(c). The Parties hereby amend Section 6.07(c) of the StrategicAgreement by deleting in full the text of Section 6.07(c) and replacing such subsection with thefollowing:     (c) Option to Acquire Servicing Assets. In the event of a termination of thisAgreement by CIGNA For Cause pursuant to subsections (a), (d), (e), (f) (g) and (i) of Section6.05, above, or in the event that USPG and NationsHealth change their business operations such**CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.**
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that they no longer offer the Services, then CIGNA shall have the option to acquire, whichoption must be exercised within thirty (30) days of the final date on which USPG renders Servicespursuant to this Agreement or within thirty (30) days of any termination as described above, theassets required to deliver all or part of the Services described in Exhibits 1.02,1.03,1.04,1.05, and 1.06. CIGNA shall have the option to acquiresuch physical assets from USPG and/or NationsHealth at their fair market value. NationsHealthmay decline to sell such physical assets to CIGNA, in which instance CIGNA may acquire similarassets from third party vendors. NationsHealth and/or USPG will provide know how, expertise, andpersonnel resources to assist CIGNA, without cost to CIGNA, in replicating the functionality ofsuch assets. Prior to the effective date of such termination, CIGNA may notify USPG orNationsHealth of CIGNA’s intent to exercise such option so that the transfer of such assets willoccur simultaneously with the termination. Further, in the event of such termination, CIGNA shallhave the option to acquire from USPG and/or NationsHealth, without cost to CIGNA, the intangibleassets required to deliver all or part of the Services, including system specifications andconfigurations, software code, training and policy manuals, marketing plans and other informationused by USPG or NationsHealth in the performance of the Services described in the foregoingexhibits through a grant by USPG and/or NationsHealth to CIGNA of a royalty-free perpetual licensefor such intangible assets to the extent of the authority of USPG and/or NationsHealth to grantsuch a license.     9. Section 7.04. The Parties hereby amend Section 7.04(a) of the Strategic Agreementby adding a new subsection (vi), as follows:     (vi) If NationsHealth is unable or unwilling to fund *** for any CMS contact year, or suchlesser amount as may be mutually agreed by NationsHealth and CIGNA, then CIGNA may, directly orthrough a third party, provide all of the Services described in this Agreement to prospectiveEnrollees and to prospective Enrollees that become Enrollees after the commencement of such CMScontract year, provided, however, that for purposes of this subparagraph “Enrollees” shall notinclude any persons who are enrolled in the PDP as of the commencement of the annual coordinatedelection period as defined in 42 CFR § 423.38(b)(2) corresponding to such CMS contract year. In noevent will NationsHealth be required to fund more than one-half of the combined NationsHealthService Expenses and CIGNA Service Expenses, NationsHealth’s provision *** must be provided toCIGNA no later than ten (10) business days prior to the date on which CIGNA must submit its bidpursuant to 42 CFR §423.265(b), as amended, to become a Medicare Part D sponsor for the thenupcoming CMS contract year and reasonable evidence of the availability of the remaining one-thirdof such funding must be provided to CIGNA no later than thirty (30) days prior to the first day ofthe then upcoming annual coordinated election period.     10. Servicing Procedures. A new ARTICLE XII, SERVICING PROCEDURES, shall be added tothe Strategic Agreement as follows:ARTICLE XII