##### 



Exhibit 10.5
 FIRST
AMENDMENT TO AMENDED AND RESTATEDREVOLVING CREDIT AND SECURITY AGREEMENT
  FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT First Amendment CAPITALSOURCE FINANCE
LLC Lender UNITED STATES PHARMACEUTICAL GROUP, L.L.C.
d/b/a NATIONSHEALTH NATIONSHEALTH HOLDINGS, L.L.C., Borrower
  th Original Credit Agreement
 th Agreement
     Amendment of Agreement
 Merger
Documents, HealthTrans Agreement, Wellpoint Agreement and Employment Agreements
  Termination and Effective
Date Thereof




---



##### 



Section 11.1 th ; provided, however Termination Date provided that
 Minimum EBITDA
 1) Minimum EBITDA
  Test Period Ending
    
    Minimum EBITDAMay 31, 2004
    
    ($3,300,000)June 30, 2004
    
    ($4,000,000)July 31, 2004
    
    ($3,200,000)August 31, 2004
    
    ($1,500,000)September 30, 2004
    
    $350,000October 31, 2004
    
    $650,000November 30, 2004 through December 31, 2004
    
    $950,000January 31, 2005 through June 30, 2005
    
    $4,000,000July 31, 2005 through December 31, 2005
    
    $7,000,000January 31, 2006 through December 31, 2006
    
    $8,500,000January 31, 2007 and thereafter
    
    $9,400,000
 2




---



##### 



Fixed Charge Coverage Ratio
(EBITDA/Fixed Charge)
 2) Fixed Charge Coverage Ratio (EBITDA/Fixed Charges)
  Calendar Month Ending
    
    RatioMay 31, 2004 through July 31, 2004
    
    (8.00) to 1.0August 31, 2004
    
    (3.00) to 1.0September 30, 2004
    
    .50 to 1.0October 31, 2004
    
    .75 to 1.0November 30, 2004 through December 31, 2004
    
    1.00 to 1.0January 31, 2005 and thereafter
    
    1.50 to 1.0
 Cash Velocity
 3) Cash Velocity
 provided
 Calendar Month Ending
    
    Cash VelocityMay 31, 2004
    
    $
    3,800,000June 30, 2004 through July 31, 2004
    
    $
    4,600,000August 31, 2004 through September 30, 2004
    
    $
    7,000,000October 31, 2004 through December 31, 2004
    
    $
    8,000,000January 31, 2005 through June 30, 2005
    
    $
    12,000,000July 31, 2005 through December 31, 2005
    
    $
    14,000,000January 31, 2006 through December 31, 2006
    
    $
    16,000,000January 31, 2007 and thereafter
    
    $
    17,500,000
 3




---



##### 







Minimum Termination Fee


Exhibit A


Amendment Fee


Conditions to Effectiveness Effective Date












Representations and Warranties




4




---



##### 







Expenses


Effect of Amendment


Confirmation of Agreements


References to Loan Documents


Capitalized Terms


Benefit


5



---



##### 



Amendments
 Headings and Counterparts
 Governing Law THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS FIRST 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
 Entire Agreement
 Miscellaneous
  6




---



##### 



LENDER:
 CAPITALSOURCE FINANCE LLCBy:
    /s/ Keith D. ReubenName:
    Keith D. ReubenTitle:
    Chief Operating Officer BORROWER
 UNITED STATES PHARMACEUTICAL GROUP, L.L.C. d/b/a
NATIONSHEALTHBy:
    /s/ Glenn ParkerName:
    Glenn ParkerTitle:NATIONSHEALTH HOLDINGS, L.L.C.By:
    /s/ Glenn ParkerName:
    Glenn ParkerTitle: 7




---



##### 



EXHIBIT A
 FORM OF COMPLIANCE CERTIFICATE




---



##### 



FORM OF COMPLIANCE CERTIFICATE
 UNITED STATES PHARMACEUTICAL GROUP, L.L.C.
and
NATIONSHEALTH HOLDINGS, L.L.C.
  Borrower subsection 6.1(a) Lender Loan Agreement
  subsection 6.1(a)
  Schedule 2
 Annex I Schedule 1 Schedule 2




---



##### 



UNITED STATES PHARMACEUTICAL GROUP, L.L.C. d/b/a
NATIONSHEALTHBy:
    /s/Name:Its:NATIONSHEALTH HOLDINGS, L.L.C.By:
    /s/Name:Its:




---



##### 



SCHEDULE 1 TO COMPLIANCE CERTIFICATE
  MINIMUM EBITDA  (ANNEX I (1))
 Test Period(the three mostrecent calendarmonths)EBITDA for the applicable period is defined as follows (all of the
the following determined in accordance with GAAP):Net income (or loss) of the Borrower for such period taken as a single
accounting period determined in conformity with GAAP; provided, that
there shall be excluded (i) the income (or loss) of any Person in
which any other Person (other than the Borrower) has a joint interest,
except to the extent of the amount of dividends or other distributions
actually paid to the Borrower by such Person during such period, (ii)
the income (or loss) of any Person accrued prior to the date it becomes
a Borrower or is merged into or consolidated with a Borrower or that
Persons assets are acquired by a Borrower, (iii) the income of any
Subsidiary of the Borrower to the extent that the declaration or
payment of dividends or similar distributions of that income by that
Subsidiary is not at the time permitted by operation of the terms
of the charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that
Subsidiary, (iv) compensation expense resulting from the issuance
of capital stock, stock options or stock appreciation rights issued to
former or current employees, including officers, of the Borrower,
or the exercise of such options or rights, in each case to the extent
the obligation (if any) associated therewith is not expected to be
settled by the payment of cash by the Borrower or any Affiliate
thereof, and (v) compensation expense resulting from the
repurchase of capital stock, options and rights described in clause (iv)
above.
    
    $_________Plus: Interest Expense, defined for any Test Period as, total interest
expense (including attributable to Capital Leases in accordance with
GAAP) and fees with respect to all outstanding Indebtedness including
capitalized interest but excluding commissions, discounts and other
fees owed with respect to letters of credit and bankers acceptance
financing and net costs under Interest Rate Agreements.
    
    _________Plus: Taxes on income, whether paid, payable or accrued for such period,
to the extent deducted in determining such net income (or loss)
    
    _________




---



##### 



Test PeriodPlus: Depreciation expense for such period to the extent deducted in
determining such net income (or loss)
    
    
    _________Plus: Amortization expense for such period to the extent deducted in
determining such net income (or loss)
    
    
    _________Plus: Losses from any sale of assets (other than sales in the ordinary
course of business) for such period to the extent deducted in
determining such net income (or loss)
    
    
    _________Plus: All other non-cash, non-recurring charges and expenses,
excluding accruals for cash expenses made in the ordinary course of
business for such period to the extent deducted in determining such
net income (or loss)
    
    
    _________Minus: Gains from any sale of assets, other than sales in the
ordinary course of business, for such period to the extent included
in determining such net income (or loss)
    
    
    _________Minus: Other extraordinary or non-recurring gains for such period
to the extent included in determining such net income (or
loss)
    
    
    _________EBITDA
    
    
    $Minimum EBITDA for the applicable period required under Loan Agreement
    
    $
    _________In Compliance
    
    Yes / No




---



##### 



SCHEDULE 1 TO COMPLIANCE CERTIFICATE (contd)
  FIXED CHARGE COVERAGE RATIO  (EBITDA/Fixed Charges)  (ANNEX I (2))
 Fixed Charges for the applicable period:
    
    Test PeriodScheduled or other required payments of principal on Indebtedness
    
    $
    _________Plus: Interest Expense paid, or required to be paid (Interest
Expense calculated in the manner set forth above under Minimum
EBITDA (Annex I (2)))
    
    
    _________Plus: Dividends paid or accrued or declared
    
    
    _________Plus: Capital Expenditures during such period
    
    
    _________Plus: Income taxes paid in cash or accrued during such period
    
    
    _________Fixed Charges
    
    
    $EBITDA (calculated in the manner set forth above under Minimum
EBITDA (Annex I (2)))
    
    
    $Fixed Charge Coverage Ratio (EBITDA divided by Fixed Charges)Minimum Fixed Charge Coverage Ratio for the applicable period
required under Loan Agreement
    

_________to
1.00In Compliance
    
    Yes / No




---



##### 



SCHEDULE 1 TO COMPLIANCE CERTIFICATE (contd)
  CASH VELOCITY  (ANNEX I (3))
 Calendar MonthFor each calendar month during the Term, collections
of Borrowers Accounts shall not be less than amount
required for the applicable period in the Loan Agreement,
provided that upon any violation of or failure to comply
with this covenant Lender shall have the right, in its
sole discretion, to consider for all purposes under the
Loan Agreement as though Borrower actually collected
Accounts equal to such minimum required amount.Collections of Borrowers Accounts for the calendar month of
____________
    
    $_________Collections of Borrowers Accounts, for the applicable
period as required under Loan Agreement
    
    $_________In Compliance
    
    Yes / No




---



##### 



SCHEDULE 1 TO COMPLIANCE CERTIFICATE (contd)
  MINIMUM LIQUIDITY AND WORKING CAPITAL  (ANNEX I (4))
 Calendar MonthAt Closing and at all other times Borrower shall have
Available Cash on hand, which shall mean, for and on any
date, the sum without duplication of the following for
Borrower: (a) unrestricted cash on hand on such date, (b)
Cash Equivalents held on such date, and (c) the
un-borrowed Availability on and as of such date.Unrestricted cash on hand as of the date of the balance
sheet submitted herewith
    
    $_________Cash Equivalents as of the date of the balance sheet
submitted herewith
    
    _________Un-borrowed availability on and as of the date of the most
recently submitted Borrowing Base Certificate
    
    _________Total Available Cash, as defined above for the applicable
period required under Loan Agreement
    
    $_________In Compliance
    
    Yes / No




---



##### 





SCHEDULE 1 TO COMPLIANCE CERTIFICATE (contd)
SCHEDULE 2 TO COMPLIANCE CERTIFICATE




CONDITIONS OR EVENTS WHICH CONSTITUTE  A DEFAULT OR AN EVENT OF DEFAULT