EXHIBIT
10.2

     

    LOAN AND SECURITY
AGREEMENT

     

    This
LOAN AND SECURITY
AGREEMENT is dated as of November 9, 2010, by and between
Healthwarehouse.com, Inc., a Delaware corporation (“Parent”),
HWAREH.com, Inc., a Delaware corporation (“Subsidiary”
and, with Parent, each a “Borrower”
and collectively, the “Borrowers”),
HWH Lending LLC, a Delaware limited liability company (“HWH”), and
Milfam I L.P., a Georgia limited partnership (“MIL”) each
as lender (“Lender”
and collectively, the “Lenders”).

     

    RECITALS

     

    WHEREAS, Borrowers desire that
Lenders extend loans to Borrowers, the proceeds of which will be used by
Borrowers for working capital purposes;

     

    WHEREAS, Borrowers desire to
secure their Obligations under the Loan Documents by granting to Lenders a Lien
upon all of the Collateral of Borrowers; and

     

    WHEREAS,
pursuant to a Securities Purchase Agreement dated as of the date hereof (the
“Securities
Purchase Agreement”), Parent is also offering, in a private placement to
the Lenders, among other investors, units consisting of shares of newly created
Series B Preferred Stock of Parent Company and five-year immediately exercisable
warrants to purchase shares of common stock of Parent, at an exercise price of
$3.00 per share.

     

    NOW, THEREFORE, in consideration of
the premises and the agreements, provisions and covenants herein contained,
Borrowers and Lenders agree as follows:

     

    SECTION
1

     

    DEFINITIONS

     

    1.1          Certain Defined
Terms.  The
following terms used in this Agreement shall have the following
meanings:

     

    “Accounts”
means all of each Borrowers’ now existing and future accounts (as defined in the
UCC).

     

    “Affiliate”
means any Person (other than a Lender): (a) directly or indirectly controlling,
controlled by, or under common control with any Borrower; (b) directly or
indirectly owning, controlling or holding five percent (5%) or more of any
equity interest in any Borrower; (c) five percent (5%) or more of whose
voting stock or other equity interest having ordinary voting power for the
election of directors or the power to direct or cause the direction of
management, is directly or indirectly owned or held by any Borrower; or (d)
which has a senior executive officer who is also a senior executive officer of
any Borrower.  For purposes of this definition, “control”
(including with correlative meanings, the terms “controlling”,
“controlled
by” and “under common
control with”) means the possession directly or indirectly of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities or other equity interest, or
by contract or otherwise.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    “Agreement”
means this Loan and Security Agreement as amended, restated, supplemented or
otherwise modified from time to time.

     

    “Asset
Disposition” means the disposition, in any transaction or series of
related transactions, whether by sale, lease (including any disposition in
connection with a sale-lease back or synthetic lease transaction), transfer,
loss, damage, destruction, condemnation or otherwise, of all, or substantially
all, of the assets of any Borrower (whether such assets are now owned or
hereafter acquired) or which has the effect of selling or otherwise disposing of
the whole or a major part of the business or operations of any Borrower, in each
case, whether or not consideration therefore consists of cash, securities or
other assets owned by the acquiring Person, except where such disposition is
made to an Affiliate of such Borrower.

     

    “Borrower”
has the meaning assigned to that term in the preamble to this
Agreement.

     

    “Business
Day” means any day excluding Saturday, Sunday and any day which is a
legal holiday under the laws of the State of New York, or is a day on which
banking institutions located in such state are permitted to be
closed.

     

    “Capitalized
Lease” means: (a) any lease of property, real or personal, if the then
present value of the minimum rental commitment thereunder should, in accordance
with GAAP, be capitalized on a balance sheet of Borrower, and (b) any other such
lease, the obligations under which are capitalized on the balance sheet of any
Borrower.

     

    “Capital
Stock” means any and all capital stock, membership, partnership or other
equity interests of each Borrower.

     

    “Change of
Control” means  at any time, (i) the current shareholders of
any Borrower shall cease to beneficially own and control, directly or indirectly
on a fully diluted basis, fifty-one percent (51%) of the issued and outstanding
Common Stock of such Borrower or (ii) any Person or group other than the current
shareholders of any Borrower shall have the right to elect a majority of the
seats on such Borrowers’ board of directors, but excluding any changes resulting
from bona fide venture capital financing and public offerings of Capital
Stock.

     

    “Closing
Date” means November ___, 2010.

     

    “Collateral”
means, collectively, any and all assets of any Borrower on which a Lien in favor
of Lenders has been created and/or granted to secure the Obligations under the
Loan Documents.

     

    “Commission”
means the Securities and Exchange Commission.

     

    “Confidential
Information” has the meaning assigned to that term in Section
8.14.


    
      
         


      

      
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    “Default”
means a condition, act or event that, after notice or lapse of time or both,
would constitute an Event of Default.

     

    “Documents of
Title” means all present and future documents (as defined in the UCC),
and any and all warehouse receipts, bills of lading, shipping documents, chattel
paper, instruments and similar documents, all whether negotiable or not and all
goods and Inventory relating thereto and all cash and non-cash proceeds of the
foregoing.

     

    “Employee Benefit
Plan” means any employee benefit plan within the meaning of Section 3(3)
of ERISA which (a) is maintained for employees of any Borrower or any ERISA
Affiliate or (b) has at any time within the preceding six (6) years been
maintained for the employees of any Borrower and/or any current or former ERISA
Affiliate.

     

    “EPA” shall
mean the United States Environmental Protection Agency and any governmental body
or agency succeeding to the functions thereof.

     

    “Equipment”
means all equipment, whether now owned or hereafter acquired (as defined in the
UCC), including, without limitation (whether or not included in the UCC
definition of “equipment”), all furniture, furnishings, fixtures, machinery,
motor vehicles, trucks, trailers, vessels, aircraft and rolling stock and all
parts thereof and all additions, accessories, motors, engines, and accessions
thereto and replacements therefor and all cash and non-cash proceeds (as defined
in the UCC) of any and all of the foregoing.

     

    “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and any successor statute and all rules and regulations promulgated
thereunder.

     

    “ERISA
Affiliate” as applied to any Borrower and its Subsidiaries, means any
Person who is a member of a group which is under common control with such
Borrower and its Subsidiaries, who together with such Borrower and its
Subsidiaries is treated as a single employer within the meaning of Section
414(b) and (c) of the IRC.

     

    “Event of
Default” means any of the events set forth in Section 7.1.

     

    “GAAP”
means generally accepted accounting principles in effect from time to time in
the United States, applied on a consistent basis.

     

    “General
Intangibles” means all of each Borrowers’ “general intangibles” as
defined in the UCC, now owned or hereafter acquired, including, without
limitation (whether or not included in the UCC definition of “general
intangibles”), all of such Borrowers’ then owned or existing and future acquired
or arising general intangibles and causes of action and all other intangible
personal property of such Borrower of every kind and nature, including, without
limitation, Intellectual Property, corporate or other business records,
inventions, designs, plans, specifications, trade secrets, goodwill, computer
software, customer lists, licenses, franchises, tax refund claims, reversions or
any rights thereto and any other amounts payable to such Borrower from any
employee benefit plan, rights and claims against carriers and shippers, rights
to indemnification, and business interruption, property, casualty or any similar
type of insurance and any proceeds thereof, and all cash and non-cash proceeds
(as defined in the UCC) of any and all of the foregoing.


    
      
         


      

      
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    “Governmental
Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

     

    “Indebtedness”
means without duplication, with respect to each Borrower: (a) all obligations of
Borrower for borrowed money, (b) all obligations of Borrower evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of Borrower upon
which interest charges are customarily paid, (d) all obligations of Borrower
under conditional sale or other title retention agreements relating to property
acquired by Borrower, (e) all obligations of Borrower in respect of the deferred
purchase price of property or services (excluding current accounts payable
incurred in the ordinary course of business and excluding installments of
premiums payable with respect to policies of insurance contracted for in the
ordinary course of business), (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by Borrower,
whether or not the Indebtedness secured thereby has been assumed, (g) all
guaranties or endorsements by Borrower of others, (h) all obligations under
Capitalized Leases of Borrower attributable to the payment of principal, (i) all
obligations, contingent or otherwise, of Borrower as an account party in respect
of letters of credit and letters of guaranty, and (j) all obligations,
contingent or otherwise, of Borrower in respect of bankers’
acceptances.

     

    “Intellectual
Property” means all present and future (a) designs, patents, patent
rights and applications therefor, licenses rights, fees, and royalties with
respect thereof; (b) trademarks, service marks, trade names and
registrations and applications therefore, licenses, fees and royalties with
respect thereof; (c) copyrights, renewals and all applications and registrations
therefor, licenses, fees and royalties with respect thereof, (d) software or
computer programs, trade secrets, methods, processes, know-how, drawings,
specifications, and descriptions, and (e) all memoranda, notes and records with
respect to any research and development, whether now owned or hereafter
acquired, (f) all goodwill associated with any of the foregoing described in
subsections (a) – (e), and proceeds of all of the foregoing, including, without
limitation, proceeds of insurance policies thereon.

     

    “Inventory”
means, with respect to each Borrower, all “inventory”
as defined in the UCC including, without limitation (whether or not included in
the UCC definition of “inventory”), all of Borrowers’ then owned or existing and
future acquired or arising:  (a) inventory, merchandise, goods and
other personal property intended for sale or lease or for display or
demonstration; (b) inventory and any portion thereof that may be returned,
rejected, reclaimed or repossessed by either Lenders or Borrower; (c) work in
process; (d) raw materials and other materials and supplies, goods, incidentals,
packaging materials and labels of every nature and description used or which
might be used in connection with the manufacture, packing, shipping,
advertising, selling, leasing or furnishing of the foregoing or otherwise used
or consumed in the conduct of business; (e) documents evidencing, and
General Intangibles relating to, any of the foregoing; and (f) all cash and
non-cash proceeds (as defined in the UCC) of any and all of the
foregoing.


    
      
         


      

      
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    “Investment
Property” means a security, whether certificated or uncertificated,
security entitlement, securities account, commodity contract or commodity
account.

     

    “IRC” means
the Internal Revenue Code of 1986, as amended from time to time, and any
successor statute and all rules and regulations promulgated
thereunder.

     

    “Lender”
has the meaning assigned to that term in the preamble to this
Agreement.

     

    “Liabilities”
shall have the meaning given that term in accordance with GAAP and shall include
all Indebtedness.

     

    “Lien”
means any lien (whether statutory or otherwise), mortgage, deed of trust,
pledge, hypothecation, assignment, security interest, charge or encumbrance of
any kind, whether voluntary or involuntary (including any conditional sale or
other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest).

     

    “Loan”
means the unpaid balance of the Loan made pursuant to Section 2.1.

     

    “Loan
Documents” means this Agreement, the Notes, the Securities Purchase
Agreement and all other instruments, documents, guaranties and agreements
executed by or on behalf of either Borrower and delivered concurrently herewith
or at any time hereafter to or for Lenders in connection with the Loan or any
other transaction contemplated by this Agreement, all as amended, restated,
supplemented or modified from time to time.

     

    “Material Adverse
Effect” means, with respect to each Borrower, a material adverse effect
upon (a) the businesses, operations, properties, assets or condition (financial
or otherwise) of Borrower, (b) the ability of Borrower to perform its
obligations under any Loan Document to which it is a party, (c) the value of the
Collateral, or (d) the ability of any Lender to enforce or collect any of the
Obligations.

     

    “Maturity
Date” has the meaning assigned to such term in Section 2.3.

     

    “Note”
means each of the 7% Senior Secured Convertible Promissory Notes of Borrowers,
in the form attached hereto as Exhibit A, evidencing the Loans made by the
Lenders to Borrowers pursuant to Section 2.1 hereof and any amendment and
restatement thereof.

     

    “Obligations”
means all obligations (including the full and faithful discharge of each and
every term, condition, agreement, representation and warranty now or hereafter
made by Borrowers under the Loan Documents), liabilities and indebtedness of
every nature of Borrowers’ from time to time owed to Lenders under the Loan
Documents including the principal amount of the Loan and accrued and unpaid
interest, now and/or from time to time hereafter owing, due or
payable.

     

    “Permitted
Encumbrances” means the following types of Liens:


    
      
         


      

      
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    (A)           Liens
securing the Obligations;

     

    (B)           Liens
for taxes, assessments or other governmental charges the payment of which is not
yet due and payable or is being contested in good faith and by appropriate
proceedings promptly initiated and diligently conducted, and a reserve or other
appropriate provision, if any, as shall be required by GAAP shall have been made
therefor, provided, that such liens shall have no effect on the priority of the
Liens in favor of Lenders or the value of the assets in which Lenders have such
Liens and a stay of enforcement of any such Liens shall be in
effect;

     

    (C)           Liens
imposed by law, such as carrier’s, warehousemen’s, mechanic’s, materialmen’s and
other similar Liens arising in the ordinary course of business and securing
obligations (other than Indebtedness for borrowed money) that are not overdue by
more than thirty (30) days or are being contested in good faith and by
appropriate proceedings promptly initiated and diligently conducted, and a
reserve or other appropriate provision, if any, as shall be required by GAAP
shall have been made therefore, and, in the case of judgment Liens that have
been stayed or bonded, a reserve or other appropriate provision, if any, as
required by GAAP shall have been made therefor;

     

    (D)           Liens
arising under Capitalized Leases or securing purchase money Indebtedness in
favor of a seller of Equipment, if and only if the Lien is confined to the
property and improvements and the proceeds of the Equipment so
purchased;

     

    (E)           deposits
and pledges of cash securing (i) obligations incurred in respect of workers’
compensation, unemployment insurance or other forms of governmental insurance or
benefits, (ii) the performance of bids, tenders, leases (if the leases permit
granting Lenders a security interest), contracts (other than for the payment of
money) and statutory obligations or (iii) obligations on surety or appeal bonds,
but only to the extent such deposits or pledges are incurred or otherwise arise
in the ordinary course of business and secure obligations not past
due;

     

    (F)           easements,
zoning restrictions and similar encumbrances on real property and minor
irregularities in the title thereto that do not (i) secure obligations for the
payment of money or (ii) materially adversely impair the value of such property
or its use by Borrower in the normal conduct of its business; and

     

    (G)           other
Liens permitted to be incurred by Borrowers pursuant to the terms of this
Agreement or any other Loan Document.

     

    “Permitted
Indebtedness” means (i) Borrowers’ indebtedness to Lenders under this
Agreement or any of the other Loan Documents; (ii) Borrowers’ outstanding
Indebtedness as of the date of this Agreement as listed on Schedule 4.9 of the
Securities Purchase Agreement; (iii) indebtedness to trade creditors incurred in
the ordinary course of business on ordinary trade terms and accrued expenses
incurred in the ordinary course of business; (iv) indebtedness (including
Capitalized Leases) incurred for the purpose of financing all or any part of the
acquisition costs of Equipment; and (v) any extension, renewal or refinancing of
the indebtedness described in clause (iv) above, provided that the principal
amount and interest rate on such indebtedness may not be
increased.


    
      
         


      

      
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    “Person”
means and includes natural persons, corporations, limited partnerships, general
partnerships, limited liability companies, joint stock companies, joint
ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and
governments and agencies and political subdivisions thereof.

     

    “Restricted
Payment” means: (a) any redemption or repurchase of Capital Stock or
Indebtedness of any Borrower now or hereafter outstanding, or the issuance of a
notice of an intention to do any of the foregoing; provided, however, that
repayment of Indebtedness in the ordinary course of business consistent with
past practice shall not be considered a Restricted Payment hereunder; or (b) any
payment made to retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of the Capital Stock of
any Borrower now or hereafter outstanding.

     

    “Securities
Act” means the Securities Act of 1933, as amended.

     

    “Subsidiary”
means, if applicable, with respect to any Person, any corporation, association
or other business entity of which more than fifty percent (50%) of the total
voting power of shares of stock, membership interests (or equivalent ownership
or controlling interest) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by such Person (or
any of its other Subsidiaries).

     

    “Taxes”
means all federal, state, municipal and other governmental taxes, levies,
charges, claims and assessments, and all interest, penalties and similar
liabilities relating thereto, which are or may be due by Borrowers with respect
to its business, operations, Collateral or otherwise.

     

    “UCC” means
the Uniform Commercial Code as in effect on the date hereof in the State of New
York, as amended from time to time, and any successor statute.

     

    1.2           Accounting
Terms.  For
purposes of this Agreement, all accounting terms not otherwise defined herein
shall have the meanings assigned to such terms in conformity with
GAAP.

     

    1.3           Other Definitional
Provisions.  Any
of the terms defined in Section 1.1 may,
unless the context otherwise requires, be used in the singular or the plural
depending on the reference.  In this Agreement, words importing any
gender include the other genders; the words “including,” “includes” and
“include” shall be deemed to be followed by the words “without limitation”;
except as otherwise indicated (e.g., by references to agreements “as in effect
as of the date hereof” or words to that effect), references to agreements and
other contractual instruments shall be deemed to include subsequent amendments,
assignments, and other modifications thereto, but only to the extent such
amendments, assignments and other modifications are not prohibited by the terms
of this Agreement or any other Loan Document; references to Persons include
their respective permitted successors and assigns or, in the case of
governmental Persons, Persons succeeding to the relevant functions of such
Persons; and all references to statutes and related regulations shall include
any amendments of same and any successor statutes and
regulations.


    
      
         


      

      
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    SECTION
2

     

    LOAN AND
COLLATERAL

     

    2.1           Loan.  Subject
to the terms and conditions of this Agreement and in reliance upon the
representations and warranties of Borrowers set forth herein and in the other
Loan Documents, each Lender agrees to make a Loan to Borrowers in the principal
amount of Five Hundred Thousand Dollars ($500,000), for an aggregate amount of
Loans issued hereunder equal to One Million Dollars ($1,000,000), subject to and
on the terms and conditions set forth herein.

     

    2.2           Closing Date
Loans.  On
the Closing Date, and subject to the conditions set forth in Section 3.1(A)
through Section
3.1(D) hereof, each Lender shall advance to Borrowers a Loan in an amount
equal to Five Hundred Thousand Dollars ($500,000).

     

    2.3           Notes.  Each
Loan made by a Lender to Borrowers pursuant hereto will be evidenced by a Note
to be executed by Borrowers before or concurrently with Lender’s disbursement of
such Loan.

     

    2.4           Payments.  The
principal amount of and all accrued and unpaid interest on each Loan hereunder
shall be due and payable in full on the date that is set forth in the Notes (the
“Maturity
Date”).

     

    2.5           Notice of Accrued
Interest.  Following
each calendar month, Borrowers shall prepare a Statement of Interest indicating
the amount of interest accrued under each outstanding Note during such calendar
month, and the aggregate amount of interest accrued under each outstanding Note
since the date of issuance thereof (the “Interest
Statement”).  Borrowers shall deliver the Interest Statement to
Lenders within seven days following the end of the prior calendar
month.

     

    2.6           Use of
Proceeds.  The
proceeds of the Loans shall be used by Borrowers for working capital purposes,
and as provided in Schedule 4.9 to the Securities Purchase
Agreement.

     

    2.7           Interest Rate of
Interest.  Interest shall accrue on each Loan outstanding from
time to time at a rate equal to seven percent (7%) per annum.

     

     (B)           Computation and Payment of
Interest.  Interest on each Loan shall be compounded on the
first day of each calendar year hereafter, beginning on January 1, 2011, and
shall be computed on the basis of a 360-day year for the actual number of days
elapsed in the period during which it accrues.  In computing interest,
the date of funding of the Loan shall be included and the date of payment of
each Loan shall be excluded.  Interest shall be payable as set forth
in Section 2.4 above.

     

    2.8           Payments and Prepayments
Manner and Time of
Payment.  All payments made by Borrowers with respect to the
Obligations shall be made by wire transfer in United States Dollars to each
Lender’s account, without deduction, defense, setoff or
counterclaim.  Lenders shall wire the Loans to Borrowers as provided
in Exhibit E of the Securities Purchase Agreement, annexed hereto.

     

    
      
         

      

      
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     (B)           Payments on Business
Days.  Whenever any payment to be made hereunder shall be
stated to be due on a day that is not a Business Day, the payment may be made on
the next succeeding Business Day and such extension of time shall be included in
the computation of the amount of interest or fees due hereunder.

     

     (C)           Prepayment.  Borrowers
shall only have the right to prepay, without penalty or premium, all or any
portion of the outstanding balance of the Loans with the advance written consent
of Lenders at least fifteen (15) days prior to such prepayment.

     

     (D)           Mandatory
Repayment.  In the event of the occurrence of an Event of
Default, or (ii) a Change of Control of either Borrower, then the outstanding
balance of the Loans plus accrued and unpaid interest and all other amounts then
due and owing hereunder or under any other of the Loan Documents, shall be due
and payable.

     

    2.9           Grant of Security
Interest.  To
secure the payment and performance of the Obligations, including all renewals,
extensions, restructurings and refinancings of any or all of the Obligations,
each Borrower hereby assigns and grants to each Lender, a continuing first
priority Lien, subject only to Permitted Encumbrances, in and to all right,
title and interest of such Borrower in all assets and properties of such
Borrower, whether now owned or existing or hereafter acquired or arising and
regardless of where located, including the proceeds thereof (all being
collectively referred to as the “Collateral”), and including, without
limitation, the following property of each Borrower:

     

     
(i)          Accounts;

     
(ii)         Deposit Accounts (as
defined in the UCC);

     
(iii)        Documents of
Title;

     
(iv)        Equipment;

     
(v)         General
Intangibles;

     
(vi)        Inventory;

     
(vii)       Investment Property;
and

     
(viii)      Intellectual Property.

     

    Each
Borrower represents, warrants and covenants that the security interest granted
herein is and shall at all times continue to be a first-priority security
interest in the Collateral (subject only to Permitted Liens that may have
superior priority to Lenders’ Lien under this Agreement).  If any
Borrower shall acquire a commercial tort claim, such Borrower shall notify
Lenders in a writing signed by such Borrower of the general details thereof and
grant to Lenders in such writing a security interest therein and in the proceeds
thereof, all upon the terms of this Agreement.

     

    2.10         Preservation of Collateral
and Perfection of Security Interests Therein.  Each
Borrower shall, at any Lender’s reasonable request, at any time and from time to
time, execute and deliver to such Lender within ten (10) days of such request,
such financing statements, documents and other agreements and instruments and do
such other acts and things as Lender may deem reasonably necessary in order to
establish and maintain a valid, attached and perfected security interest in the
Collateral in favor of Lender (free and clear of all other Liens, claims and
rights of third parties whatsoever, whether voluntarily or involuntarily
created, except Permitted Encumbrances) to secure payment of the Obligations,
and in order to facilitate the collection of the Collateral.

     

    
      
         

      

      
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    2.11         Possession of Collateral and
Related Matters.  Until
an Event of Default has occurred and is continuing, each Borrower shall have the
right, except as otherwise provided in this Agreement, in the ordinary course of
such Borrower’s business, to (a) sell or lease any  Inventory normally
held by such Borrower for any such purpose, (b) use and consume any raw
materials, work-in-process or other materials normally held by such Borrower for
such purpose, or (c) dispose of any obsolete or excess equipment in the ordinary
course of business; provided, however, that a sale in the ordinary course of
business shall not include any transfer or sale in satisfaction, partial or
complete, of any debt owed by such Borrower.

     

    2.12         Release of Security
Interests.  If
this Agreement is terminated, Lenders’ Lien shall continue until the Obligations
are repaid in full in cash.  Upon the indefeasible payment and
satisfaction in full of the Obligations, Lenders shall release all liens and
security interests granted by Borrowers by execution and/or delivery of
appropriate documentation, including, but not limited to, UCC termination
statements, (A) within three (3) Business Days of such payment or (B)
concurrently with such payment if Borrowers give three (3) Business Days advance
notice of such payment.

     

    SECTION
3

     

    CONDITIONS TO
LOAN

     

    3.1           Conditions.  The
obligations of each Lender to make a Loan on the Closing Date are subject to
satisfaction or waiver of each of the conditions set forth below:

     

     (A)           Closing
Deliveries.  Lenders shall have received this Agreement,
executed by Borrowers, and the Notes, all executed by Parent and/or Subsidiary,
as applicable.

     

     (B)           Security
Interests.  Lenders shall have received reasonably satisfactory
evidence that all security interests and Liens granted to Lenders pursuant to
this Agreement or the other Loan Documents have been duly perfected and
constitute valid first-priority Liens on the Collateral, with priority over all
other Liens subject only to Permitted Encumbrances.

     

     (C)           Representations and
Warranties.  The representations and warranties contained
herein shall be true, correct and complete in all material respects on and as of
the Closing Date to the same extent as though made on and as of that date,
except for any representation or warranty limited by its terms to a specific
date.

     

     (D)           No Event of
Default.  No Event of Default has occurred or is
continuing.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

       

    

    SECTION
4

     

    BORROWERS’ REPRESENTATIONS
AND WARRANTIES

     

    To induce
Lenders to enter into this Agreement, and to make the Loans, each Borrower
represents and warrants to each Lender that the following statements are true,
correct and complete in all material respects with respect to Borrower making
such representation or warranty as of the date hereof.  Such
representations and warranties, and all other representations and warranties
made by such Borrower herein or in the other Loan Documents, shall survive the
execution and delivery of this Agreement and the closing contemplated
hereby:

     

    4.1           Authority.  Borrower
is a corporation duly organized, validly existing and in good standing, under
the laws of the State of Delaware.  Borrower has the power and
authority to own its properties and assets and to transact the business in which
is it engaged and presently proposes to engage, and has obtained all necessary
and material governmental authorizations, consents and licenses in connection
therewith.  Borrower has all requisite legal and corporate power and
authority and has obtained all approvals and consents necessary to enter into
the Loan Documents and to carry out and perform its obligations under the terms
hereof and thereof.  Borrower’s execution, delivery and performance of
this Agreement and the additional Loan Documents will not violate, or conflict
with or constitute a default under, the terms of Borrower’s charter or Bylaws or
any statute, regulation, ordinance, rule of law, agreement, contract, mortgage,
indenture, bond, bill, note, judgment, order or decree of any court or
arbitrator to which Borrower is a party or other instrument or writing binding
upon Borrower or to which Borrower is subject.

     

    4.2           Due Authorization; Binding
Obligation.  All
corporate action on the part of Borrower, its officers and directors necessary
for Borrower’s authorization, execution and delivery of, and the performance of
all Borrower’s obligations under, this Agreement and other Loan Documents has
been taken.  Borrower has duly executed and delivered this
Agreement.  This Agreement constitutes a valid and legally binding
obligation of Borrower, enforceable in accordance with its terms, except as
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization or other similar laws of general application relating to or
affecting the enforcement of creditors’ rights generally and (ii) the effect of
rules of law governing the availability of equitable remedies.  The
Notes when executed and delivered in accordance with the terms of this
Agreement, will constitute valid and legally binding obligations of Borrower
and/or Parent as applicable, enforceable in accordance with their terms, except
as enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization or other similar laws of general application relating to or
affecting the enforcement of creditors’ rights generally and (ii) the effect of
rules of law governing the availability of equitable remedies.

     

    4.3           Governmental
Consents.  No
consent, approval, order, or authorization of or registration, qualification,
designation, declaration or filing with, any Governmental Authority is required
on the part of Borrower to enable Borrower to execute, deliver and perform its
obligations under this Agreement or the Notes.

     

    4.4           Representations and Warrants
under Securities Purchase Agreement.  The
representations and warranties of the Borrowers set forth in Article 3 to the
Securities Purchase Agreement shall be deemed to be incorporated by reference
into this Section 4 as if made by the Borrowers in this Section 4 and are hereby
deemed to be made by Borrowers in this Agreement.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

       

    

    4.5           Full
Disclosure.  No
written representation, warranty or other statement of Borrower in any
certificate or written statement given to Lenders, as of the date such
representation, warranty, or other statement was made, taken together with all
such written certificates and written statements given to Lenders, contains any
untrue statement of a material fact or omits to state a material fact necessary
to make the statements contained in the certificates or statements not
misleading.

     

    SECTION
5

     

    LENDER’S REPRESENTATIONS AND
WARRANTIES

     

    To induce
Borrowers to enter into this Agreement, each Lender represents and warrants,
severally and not jointly, to Borrowers that the following statements are true,
correct and complete in all material respects on and as of the Closing
Date.

     

    5.1           Authorization of Borrowing;
No Conflict.  The
Lender has the power and authority to enter into this Agreement and the other
Loan Documents.  The execution, delivery and performance of the Loan
Documents by the Lender will have been duly authorized by all necessary
action.  The execution, delivery and performance of the Loan Documents
by the Lender and the consummation of the transactions contemplated by this
Agreement and the other Loan Documents by the Lender, do not contravene and will
not be in contravention of any applicable law, organizational documents of
Lender or any agreement or order by which it or any of its property is
bound.  This Agreement and the other Loan Documents, including the
Notes, when executed and delivered, are and will be, the legally valid and
binding obligations of the Lender, enforceable against the Lender in accordance
with their respective terms except as the enforceability thereof may be limited
by applicable bankruptcy, insolvency, moratorium or other similar laws effecting
the enforcement of creditors rights generally and subject to any equitable
principles limiting the right to obtain specific performance of any such
obligation.

     

    5.2           Investment Purposes;
Accredited Investor.  The
Lender (a) is acquiring the Notes for investment purposes only, for its own
account, and not as nominee or agent for any other Person, and not with a view
to, or for resale in connection with, any distribution thereof within the
meaning of the Securities Act, (b) understands and acknowledges that the Notes
have not been registered under the Securities Act or any other securities laws,
(c) is not an “affiliate” (as defined in Rule 144 under the Securities Act) of
the Parent, (d) has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment,
(e) is an “accredited investor” within the meaning of Rule 501 of Regulation D
under the Securities Act, (f) has had the opportunity to ask questions and to
receive answers from Borrowers, and to obtain information necessary to evaluate
the merits and risks of this investment, and (g) understands, acknowledges and
agrees that Notes have not been, and will not be, registered under (and that
Parent has no present intention to register the Notes under) the Act or
applicable state securities laws, and may not be sold or otherwise transferred
by the Lender to a United States person unless they have been registered under
the Act and applicable U.S. state securities laws or are sold or transferred in
a transaction exempt therefrom.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

       

    

    SECTION
6

     

    COVENANTS

     

    Each
Borrower covenants and agrees that until payment and performance in full of all
Obligations hereunder unless Borrower has received the prior written consent of
Lenders, Borrower shall perform all covenants in this Section 6.

     

    6.1           Indebtedness and
Liabilities.  Borrower
shall not directly or indirectly create, incur, assume, guaranty, or otherwise
become or remain directly or indirectly liable, on a fixed or contingent basis,
with respect to any Indebtedness senior to or pari passu with the Obligations
except: (a) the Obligations; (b) Capital Leases and purchase money financing for
Equipment entered into in the ordinary course of business (if the leases permit
granting Lenders a security interest); (c) trade payables and normal accruals in
the ordinary course of business not yet due and payable or with respect to which
Borrower is contesting in good faith the amount or validity thereof by
appropriate proceedings and then only to the extent that Borrower has
established adequate reserves therefor, if appropriate under GAAP, (d) Permitted
Indebtedness and (e) up to $1,000,000 of Indebtedness pursuant to a working
capital line of credit provided by a lender acceptable to Lenders for which
Lenders hereby agree to enter into a subordination agreement in a form
reasonably acceptable to Lenders pursuant to which Lenders will agree to
subordinate their security interest in certain investory and accounts receivable
of the Borrowers in favor of the lender(s) under such working captial line of
credit.

     

    6.2           Transfers, Liens and Related
Matters Transfers.  Borrower
shall not sell, assign (by operation of law or otherwise) or otherwise dispose
of, or grant any option with respect to any of the Collateral or other assets,
except that Borrower may (i) sell Inventory and dispose of obsolete or excess
Equipment in the ordinary course of business; and (ii) make other Asset
Dispositions in the ordinary course of business.

     

     (B)           Liens.  Except
for Permitted Encumbrances, Borrower shall not directly or indirectly create,
incur or assume (or agree to create, incur or assume) or permit to exist any
Lien on or with respect to any of the Collateral or other assets or any
proceeds, income or profits therefrom.

     

     (C)           No Pledge
Restrictions.  Borrower shall not enter into or assume any
agreement (other than the Loan Documents and any document evidencing or
governing Permitted Indebtedness) restricting the creation or assumption of any
Lien upon any of its properties or assets, whether now owned or hereafter
acquired.

     

    6.3           Restricted
Payments.  Borrower
shall not directly or indirectly declare, order, pay, make or set apart any sum
for any Restricted Payment, except as expressly permitted in this Agreement or
any other Loan Document; provided, however, that Borrower may repay the
Indebtedness listed on Schedule 4.9 to the Securities Purchase
Agreement.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

       

    

    6.4           Restriction on Fundamental
Changes.  Borrower
shall not: (a) undergo a Change of Control; or (b) except with thirty (30) days
prior written notice to Lenders, change its jurisdiction of incorporation, type
of organization (as defined in the UCC) tax, charter or other organizational
number, or its legal name; or (c) acquire by purchase or otherwise all or
substantially all of the assets of, or stock or other evidence of beneficial
ownership, of any Person or any business division of any Person without Lenders’
prior written consent; or (d) merge into or consolidate with any other Person,
except that any Subsidiary of Borrower may merge into or consolidate with
Borrower or any other wholly-owned Subsidiary of Borrower; or (e) liquidate,
wind up their affairs or undergo any dissolution; or (f) acquire the capital
stock of any other Person for investment purposes.  Furthermore,
Borrower shall not take any action that could result in the sale of all or
substantially all of Borrower’s assets, or the sale, lease or other disposition
of any of Borrower’s assets (including the grant of any exclusive distribution
rights or other exclusive rights to Borrower’s Intellectual Property) outside
the ordinary course of business.

     

    6.5           Conduct of
Business.  Borrower
shall not engage in any business other than businesses of the type engaged in by
Borrower on the Closing Date and any businesses reasonably related thereto
without the prior consent of each Lender which consent shall not be unreasonably
withheld, conditioned or delayed.

     

    6.6           Charter
Documents.  Borrower
shall not (by merger, consolidation or otherwise) amend or otherwise modify its
certificate of incorporation or bylaws, except as contemplated in the Securities
Purchase Agreement.

     

    6.7           Redemption.  Borrower
shall not redeem, repurchase or otherwise acquire for value (or pay into or set
aside for a sinking fund for such purpose) any shares of Common Stock or options
to purchase capital stock of Parent other than the repurchase of stock from
employees, stockholders or other service providers pursuant to agreements to
repurchase such stock at cost in connection with the termination of such
employee, stockholder or other service provider providing services to Borrower,
and the contribution of stock by a stockholder pursuant to an agreement to
contribute stock.

     

    6.8           Proceeds.  The
proceeds of the Loan shall be used in accordance with Section 2.6.

     

    SECTION
7

     

    DEFAULT, RIGHTS AND
REMEDIES

     

    7.1           Event of
Default.  “Event of
Default” means the occurrence or existence of any one or more of the
following with respect to either or both Borrowers:

     

     (A)           Payment.  Failure
to make payment of any of the Obligations when due, and such failure shall not
be remedied within ten (10) Business Days of the applicable due date;
or

     

     (B)           Involuntary Bankruptcy;
Appointment of Receiver, etc.  (1) A court enters a decree or
order for relief with respect to Borrower or any of its properties in an
involuntary case under the Bankruptcy Code or any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect; or (2) Subject
to Section 7.1(D), the
continuance of any of the following events for sixty (60) days unless dismissed
or discharged:  (a) an involuntary case is commenced against Borrower,
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect; or (b) a decree or order of a court for the appointment of
a receiver, liquidator, sequestrator, trustee, custodian or other officer having
similar powers over Borrower or over all or a substantial part of its property,
is entered; or (c) an interim receiver, trustee or other custodian is appointed
without the consent of Borrower for all or a substantial part of the property of
any Borrower; or
 

    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

     (C)          Voluntary Bankruptcy;
Appointment of Receiver, etc.  (1) An order for relief is
entered with respect to Borrower or its properties or Borrower commences a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consent to the entry of an order for relief in an
involuntary case or to the conversion of an involuntary case to a voluntary case
under any such law or consent to the appointment of or taking possession by a
receiver, trustee or other custodian for all or a substantial part of their
property; or (2) Borrower makes any assignment for the benefit of creditors; or
(3) the board of directors of Borrower adopts any resolution or otherwise
authorizes action to approve any of the foregoing actions; or

     

     (D)          Dissolution.  Any
order, judgment or decree is entered against Borrower decreeing the dissolution
or split up of Borrower and such order remains undischarged or unstayed for a
period in excess of sixty (60) days; or

     

     (E)          Covenant
Default.

     

     
(a)           Borrower
violates any covenant in Section
6; or

     

     
(b)           Borrower
fails or neglects to perform, keep, or observe any other term, provision,
condition, covenant or agreement contained in this Agreement or any Loan
Document, and as to any default (other than those specified in this Section 7) under such other term,
provision, condition, covenant or agreement that can be cured, has failed to
cure the default within ten (10) days after Borrower becomes aware of the
occurrence thereof; provided, however, that if the default cannot by its nature
be cured within the ten (10) day period or cannot after diligent attempts by
Borrower be cured within such ten (10) day period, and such default is likely to
be cured within a reasonable time, then Borrower shall have an additional period
(which shall not in any case exceed thirty (30) days) to attempt to cure such
default, and within such reasonable time period the failure to cure the default
shall not be deemed an Event of Default.  Grace periods provided under
this section shall not apply, among other things, to any covenants set forth in
subsection (a) above; or

     

     (F)           Judgments.  One
or more final, non-appealable judgments, orders, or decrees for the payment of
money in an amount, individually or in the aggregate, of at least $25,000 (not
covered by independent third-party insurance as to which liability has been
accepted by such insurance carrier) shall be rendered against Borrower and shall
remain unsatisfied, unvacated, or unstayed for a period of ten (10) days after
the entry thereof; or

     

     (G)           Misrepresentations.  Borrower
or any of Borrower’s officers or directors makes any representation, warranty,
or other statement now or later in this Agreement, any Loan Document or in any
writing delivered to Lenders or to induce Lenders to enter this Agreement or any
Loan Document, and such representation, warranty, or other statement is
incorrect in any material respect when made.

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

       

    

    7.2           Acceleration.  Upon
the occurrence of any Event of Default, all Obligations shall automatically
become immediately due and payable, without presentment, demand, protest or
other requirements of any kind, all of which are hereby expressly waived by
Borrower.

     

    7.3           Remedies.  If
any Event of Default shall have occurred and be continuing, in addition to and
not in limitation of any rights or remedies available to any Lender at law or in
equity, any Lender may exercise in respect of the Collateral, in addition to all
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party on default under the UCC (whether or
not the UCC applies to the affected Collateral).

     

    SECTION
8

     

    MISCELLANEOUS

     

    8.1           Assignment.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the respective successors, assigns, heirs, beneficiaries and representatives of
Borrowers and Lenders; provided, however, that neither party hereto may assign
or transfer any of its rights or obligations under this Agreement without the
prior written consent of the other party and any prohibited assignment shall be
void.

     

    8.2           Amendments and
Waivers.  No
amendment, modification, termination or waiver of any provision of this
Agreement or of the other Loan Documents, or consent to any departure by any
Borrower therefrom or any of the terms, conditions, or provisions thereof, shall
be effective unless the same shall be in writing and signed by Lenders and
Borrowers.  Each amendment, modification, termination or waiver shall
be effective only in the specific instance and for the specific purpose for
which it was given.

     

    8.3           Notices.  Unless
otherwise specifically provided herein, all notices shall be in writing
addressed to the respective party as set forth below and may be personally
served, telecopied or sent by overnight courier service or United States mail
and shall be deemed to have been given: (a) if delivered in person, when
delivered; (b) if delivered by telecopy, on the date of transmission if
transmitted on a Business Day before 4:00 p.m.  Eastern standard time
or, if not, on the next succeeding Business Day; (c) if delivered by overnight
courier, two (2) days after delivery to such courier properly addressed; or (d)
if by U.S.  Mail, four (4) Business Days after depositing in the
United States mail, with postage prepaid and properly addressed.

     

    
      
        
          	
                  If
      to
      Borrowers:           
      

                	
                  Healthwarehouse.com,
      Inc.

                  100
      Commerce Blvd.

                  Cincinnati,
      OH 45140

                  Attention:  Lalit
      Dhadphale

                  Facsimile:  1-866-821-3784

                


        

         

        
          
             

          

          
            -16-

            
              

            

          

          
             

          

        

         

        	
                If
      to HWH:           
      

              	
                HWH
      Lending LLC

                2200
      Fletcher Ave., 5th Floor

                Fort
      Lee, NJ 07024

              
	 
      	
                Attention:  Gary
      Singer

              
	 
      	
                Facsimile:  (201)
      224-2762

              
	 
      	 
      
	
                If
      to MIL:           
      

              	
                Milfam
      I L.P.

                4550
      Gordon Drive

                Naples,
      FL  34102

              
	 
      	
                Attention:  Lloyd
      I. Miller, III

              
	 
      	
                Facsimile:

              
	 
      	 
      


      

    

     

     

     

     

     

     

     

     

     

     

     

     

    or to
such other address as the party addressed shall have previously designated by
written notice to the serving party, given in accordance with this Section
8.3.

     

    8.4           Survival of Warranties and
Certain Agreements.

     

     (A)           All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and
thereof.  Such representations and warranties have been or will be
relied upon by Lenders regardless of any investigation made by Lenders or on
their behalf and notwithstanding that Lenders may have had notice or knowledge
of any breach of a representation or warranty, and shall continue in full force
and effect as long as any Obligation shall remain outstanding.

     

     (B)           This
Agreement and the Loan Documents shall remain in full force and effect until
such time as the Obligations have been indefeasibly paid and satisfied in full,
at which time this Agreement shall be terminated.  Notwithstanding the
foregoing, this Agreement and the Loan Documents shall continue to be effective
or be automatically reinstated, as the case may be, if at any time payment, in
whole or in part, of any of the Obligations is rescinded or must otherwise be
restored or returned by Lenders as a preference, fraudulent conveyance or
otherwise, all as though such payment had not been made.

     

    8.5           Indulgence Not
Waiver.  No
failure or delay on the part of any Lender in the exercise of any power, right
or privilege shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.

     

    8.6           Entire
Agreements.  This
Agreement, the Notes, and the other Loan Documents referred to herein embody the
final, entire agreement among the parties hereto and supersede any and all prior
commitments, agreements, representations, and understandings, whether written or
oral, relating to the subject matter hereof and may not be contradicted or
varied by evidence of prior, contemporaneous, or subsequent oral agreements or
discussions of the parties hereto.  There are no oral agreements among
the parties hereto.

     

    8.7           Severability.  The
invalidity, illegality or unenforceability in any jurisdiction of any provision
in or obligation under this Agreement or the other Loan Documents shall not
affect or impair the validity, legality or enforceability of the remaining
provisions or obligations under this Agreement, or the other Loan Documents or
of such provision or obligation in any other jurisdiction.

     

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

       

    

    8.8           Headings.  Section
and subsection headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose or be given any substantive effect.

     

    8.9           APPLICABLE
LAW.  THIS
AGREEMENT AND ALL MATTERS RELATING HERETO AND ARISING HEREFROM (WHETHER ARISING
UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED SOLELY AND EXCLUSIVELY IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.

     

    8.10         CONSENT TO
JURISDICTION.  EACH
PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE SOLE AND EXCLUSIVE JURISDICTION
OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF
NEW YORK, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF
OR RELATING TO THIS AGREEMENT, THE NOTES, THE WARRANTS OR THE OTHER LOAN
DOCUMENTS SHALL BE LITIGATED SOLELY AND EXCLUSIVELY IN SUCH
COURTS.  EACH PARTY HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH
ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT, THE NOTES, THE WARRANTS, THE OTHER LOAN DOCUMENTS OR THE
OBLIGATIONS.  IF ANY PARTY HERETO PRESENTLY IS, OR IN THE FUTURE
BECOMES, A NONRESIDENT OF THE STATE OF NEW YORK, EACH PARTY HERETO HEREBY WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE UPON SUCH PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED, DIRECTED TO SUCH PERSON, AT SUCH PERSON’S ADDRESS AS SET
FORTH IN SECTION 8.3 HEREOF OR AS MOST RECENTLY NOTIFIED BY SUCH PERSON IN
WRITING PURSUANT TO SECTION 8.3 AND SERVICE SO MADE SHALL BE COMPLETE TEN (10)
DAYS AFTER THE SAME HAS BEEN POSTED AS AFORESAID.

     

    8.11         WAIVER OF JURY
TRIAL.  EACH
PARTY HERETO HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE TERM NOTES
OR THE OTHER LOAN DOCUMENTS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH
HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT, THE TERM NOTES
AND THE OTHER LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER
IN THEIR RELATED FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS
AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND
THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.

     

    
      
         

      

      
        -18-

        
          

        

      

      
         

      

    

     

    8.12         Construction.  Each
Borrower and each Lender acknowledges that it has had the benefit of legal
counsel of its own choice and has been afforded an opportunity to review this
Agreement and the other Loan Documents with its legal counsel and that this
Agreement and the other Loan Documents shall be construed as if jointly drafted
by Borrowers and Lenders.

     

    8.13         Counterparts;
Effectiveness.  This
Agreement and any amendments, waivers, consents, or supplements may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.  This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties
hereto.  Delivery of an executed counterpart of a signature page to
this Agreement, any amendments, waivers, consents or supplements, or to any
other Loan Document by facsimile or email shall be as effective as delivery of a
manually executed counterpart thereof.

     

    8.14         Confidentiality.  For
the purposes of this Section 8.14, “Confidential
Information” means all financial and other information delivered to
Lenders by or on behalf of Borrowers in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary in
nature or that is clearly marked or labeled (or otherwise adequately identified)
as being confidential information of any Borrower, provided, that such
term does not include information that (a) was publicly known prior to the time
of such disclosure, (b) subsequently becomes publicly known through no act
or omission by any Lender or any Person acting on its behalf, (c) otherwise
becomes publicly known other than through disclosure by any Borrower, or (d)
constitutes financial statements delivered hereunder that are otherwise publicly
available.  Lenders will maintain the confidentiality of such
Confidential Information in accordance with commercially reasonable procedures
adopted by Lenders in good faith to protect confidential information of third
parties delivered to them; provided, that a Lender may deliver or disclose
Confidential Information to:

     

    (i)           its
directors, officers, employees, agents, attorneys and affiliates, to the extent
such disclosure reasonably relates to the administration of the Loan, and
further provided that each such recipient of Confidential Information agrees in
writing provided to any Borrower, to keep such information
confidential;

     

    (ii)
         its financial advisors and
other professional advisors who are advised to hold confidential the
Confidential Information; or

     

    (iii)        any
other Person (including auditors and other regulatory officials) to which such
delivery or disclosure may be necessary or appropriate (A) to comply with any
applicable law, rule, regulation or order, (B) in response to any subpoena,
examination, or other legal process, (C) in connection with any litigation to
which Lender is a party.

     

    8.15         Time of
Essence.  Time
is of the essence for the performance of all Obligations set forth in this
Agreement.

     

    [This
space intentionally left blank – signature page follows.]


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

    


    Witness
the due execution hereof by the respective duly authorized officers of the
undersigned as of the date first written above.

    


    
      
        
          	
                  HWH:

                	
                  HWH
      Lending LLC

                
	 
      	 
      
	 
      	
                  By:     
      

                	
                  /s/
      Gary Singer

                
	 
      	
                  Name:  Gary
      Singer

                  Title:  President

                
	 
      	 
      
	
                  MIL:

                	
                  Milfam
      I, L.P.

                
	 
      	 
      
	 
      	
                  By:  Milfam
      LLC

                
	 
      	
                  its
      General Partner

                
	 
      	 
      
	 
      	
                  By:     
      

                	
                  /s/
      Lloyd I. Miller, III

                
	 
      	
                  Name:  Lloyd
      I. Miller, III

                  Title:  Manager

                
	 
      	 
      
	
                  PARENT:

                	
                  Healthwarehouse.com,
      Inc.

                
	 
      	 
      
	 
      	
                  By:     
      

                	
                  /s/
      Lalit Dhadphale

                
	 
      	
                  Name:  Lalit
      Dhadphale

                  Title:  President
      & CEO

                
	 
      	 
      
	
                  SUBSIDIARY:

                	
                  HWAREH.com,
      Inc.

                
	 
      	 
      
	 
      	
                  By:     
      

                	
                  /s/ Lalit Dhadphale

                
	 
      	
                  Name:  Lalit
      Dhadphale

                  Title:  President
      & CEO

                


        

      

    

     

    
      Signature
Page to Loan and Security Agreement