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WAIVER, CONSENT AND SECOND AMENDMENT TO SECOND AMENDED AND
RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
 WAIVER, CONSENT AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND
SECURITY AGREEMENT Second Amendment CAPITALSOURCE FINANCE LLC Lender UNITED STATES
PHARMACEUTICAL GROUP, L.L.C. d/b/a NATIONSHEALTH USPG NATIONSHEALTH HOLDINGS, L.L.C., NHH NATIONSHEALTH,
INC NationsHealth Borrower"
  WHEREAS th Original
Credit Agreement"
 WHEREAS th First Amended and Restated Agreement"
 WHEREAS th Prior First Amendment"
 WHEREAS MAC
 WHEREAS
 WHEREAS th Prior Second Amendment"
 WHEREAS Prior Third Amendment), Prior Fourth Amendment th Prior Fifth Amendment),




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th Prior
Sixth Amendment th Prior Seventh Amendment rd Prior Eighth Amendment Prior Amendments"
 WHEREAS, st Agreement"
 WHEREAS, th First Amendment
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 Waiver and Consent
  Scheduled Severance Payments
 (i)
    
    The payment of the Scheduled Severance Payments shall be made prior to
December 31, 2007;
 (ii)
    
    The payment of the Scheduled Severance Payments shall be in lieu of any
payments of severance which Borrower would otherwise be permitted to pay under
clause (a) of
Section 7.6 of the Agreement during the period commencing as of September 30, 2006
and continuing through December 31, 2006;
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(iii)
    
    Borrower shall not make any payments of severance other than the
Scheduled Severance Payments without the prior written consent of Lender;
 (iv)
    
    Borrower shall not make any Scheduled Severance Payments if a Default
or Event of Default shall have occurred and be continuing as of the date of the
making of any such payment;
 (v)
    
    All payments of severance by Borrower after December 31, 2007 shall be
governed by Section 7.6 of the Agreement; and
 (vi)
    
    Borrowers failure to comply with the foregoing terms and conditions
shall constitute an Event of Default.
      - 3 -




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Amendment of Agreement
 The Revolving Facility
 provided that sum minus Availability provided however Inventory Field
Examination
 Interest
  provided however Section 2.6
  - 4 -




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Revolving Facility Disbursements; Requirement
to Deliver Borrowing Certificate
  Borrowing Date" Section 4.2 Schedule 2.4 Sections 2.3, 2.5 and 3.3
 Revolving Facility Collections; Repayment;
Borrowing Availability and Lockbox
  Lockbox Account" Lockbox Bank" Lockbox
Agreement"
  - 5 -




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Concentration Account" Section 2.5 Section
2.5 Section 2.5 Section 2.5
 Compliance with Legal and Other
Obligations
    - 6 -




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True Books
   Permitted Indebtedness
  Permitted Indebtedness" Schedule 7.2 Section 7.3(v) Annex I provided however provided however
  - 7 -




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Permitted Liens
  Section 7.2(iii) provided Schedule 7.3
 Investments; New Facilities or Collateral;
Subsidiaries
  Schedule 5.18B Schedule 5.3
  - 8 -




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Transactions with Affiliates
  provided Section 7.5 provided
  Rights and Remedies
 Article
VIII
  - 9 -




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Minimum EBITDA
 1)
    
    Minimum EBITDA
  Test Period Ending
    
    Minimum EBITDAAugust 31, 2006
    
    $900,000September 30, 2006
    
    $756,000October 31, 2006
    
    $1,080,000November 30, 2006
    
    $450,000December 31, 2006
    
    $90,000January 31, 2007
    
    ($50,000)February28, 2007
    
    $180,000March 31, 2007
    
    $360,000
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Test Period Ending
    
    Minimum EBITDAApril 30, 2007
    
    $360,000May 31, 2007
    
    $450,000June 30, 2007
    
    $540,000July 31, 2007
    
    $630,000August 31, 2007
    
    $720,000September 30, 2007
    
    $810,000October 31, 2007
    
    $990,000November 30, 2007
    
    $1,170,000December 31, 2007
    
    $1,260,000January 31, 2008 and thereafter
    
    $1,500,000
 Fixed Charge Coverage Ratio
(EBITDA/Fixed Charge)
 2)
    
    Fixed Charge Coverage Ratio (EBITDA/Fixed Charges)
  Test Period Ending
    
    Minimum Fixed Charge Coverage RatioAugust 31, 2006
    
    1.0 to 1.0September 30, 2006
    
    .95 to 1.0October 31, 2006
    
    1.0 to 1.0November 30, 2006
    
    .56 to 1.0December 31, 2006
    
    .11 to 1.0January 31, 2007
    
    Not ApplicableFebruary 28, 2007
    
    .23 to 1.0March 31, 2007
    
    .45 to 1.0April 30, 2007
    
    .45 to 1.0May 31, 2007
    
    .56 to 1.0June 30, 2007
    
    .68 to 1.0July 31, 2007
    
    .79 to 1.0August 31, 2007
    
    .90 to 1.0September 30, 2007
    
    1.0 to 1.0October 31, 2007
    
    1.25 to 1.0November 30, 2007
    
    1.25 to 1.0December 31, 2007 and thereafter
    
    1.50 to 1.0
 Cash Velocity
 3)
    
    Cash Velocity
 provided
  - 11 -




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Test Period Ending
    
    Cash VelocityAugust 31, 2006
    
    $10,500,000September 30, 2006
    
    $9,500,000October 31, 2006
    
    $9,500,000November 30, 2006
    
    $9,300,000December 31, 2006
    
    $9,100,000January 31, 2007
    
    $9,400,000February 28, 2007
    
    $10,200,000March 31, 2007
    
    $11,000,000April 30, 2007
    
    $11,600,000May 31, 2007
    
    $12,000,000June 30, 2007
    
    $12,400,000July 31, 2007
    
    $13,000,000August 31, 2007
    
    $13,600,000September 30, 2007
    
    $14,100,000October 31, 2007
    
    $14,300,000November 30, 2007
    
    $14,500,000December 31, 2007
    
    $14,700,000January 31, 2008 and thereafter
    
    $15,200,000
  Total Debt Service
   Joint Venture Dissolution Consent
 Conditions to Effectiveness Effective Date"
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Representations and Warranties
   Expenses
 Effect of Amendment
  - 13 -




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Confirmation of Agreements
 References to Loan Documents
 Capitalized Terms
 Benefit
 Amendments
 Headings and Counterparts
 Governing Law; JURY TRIAL WAIVER THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE
WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE AGREEMENT
 RELEASE BY BORROWER
  - 14 -




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Lender
Affiliates
 Entire Agreement
 Miscellaneous
  - 15 -




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LENDER:
    CAPITALSOURCE FINANCE LLCBy:
    /s/ Patrick L. CoffeyName:
    Patrick L. CoffeyTitle:
    Director BORROWER:
 UNITED STATES PHARMACEUTICAL GROUP, L.L.C. d/b/a NATIONSHEALTHBy:
    /s/ Timothy FairbanksName:
    Timothy FairbanksTitle:
    CFONATIONSHEALTH HOLDINGS, L.L.C.By:
    /s/ Timothy FairbanksName:
    Timothy FairbanksTitle:
    CFONATIONSHEALTH, INC.By:
    /s/ Timothy FairbanksName:
    Timothy FairbanksTitle:
    CFO