EXHIBIT
10.1


 


PHARMACY PURCHASE
AGREEMENT


 


THIS AGREEMENT is made
effective  the 3rd day of January, 2008,
among  APOTHECARYRX, LLC, an Oklahoma
limited  liability company (the “Buyer”),
RAMBO  PHARMACY, INC., an Illinois
corporation (the “Company”) and NORMAN GREENBERG, an individual (“Greenberg”
and together with the Company, jointly and severally, the “Seller”).


 


B A C K G R O U N
D :


 


A.          The Seller owns and operates the pharmacy business located
in or near Decatur, Illinois, described at Schedule “A” attached as a part
hereof (the “Business”).


 


B.          The Buyer desires to acquire and the Seller desires to sell
the Business by the Buyer  acquiring all
assets, rights and properties owned by the Seller which are used in, useful in
or related to the ownership, operation or maintenance of the Business, except
as specifically excluded herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants herein contained  and other good and valuable consideration,
the  receipt and sufficiency  of which are hereby  acknowledged, the parties agree as follows:


 


1.               Sale Agreement. Subject to the terms and
conditions of this Agreement, the Buyer agrees to purchase and the Seller
agrees to sell the Business, including, without limitation, all assets,  rights and property used in, useful in or
related to the ownership, operation or maintenance of the  Business as of the date of this Agreement and
the Closing Date (as hereafter defined) except for  the Excluded Assets (collectively, the “Assets”).
Absolute ownership of the Assets will be 
transferred to the Buyer on the Closing Date free and clear of all
liens, claims and encumbrances  other
than liens securing the Approved Liabilities (as hereafter defined). The Assets
include,  without limitation:


 


1.               Fixtures and Equipment. All tangible personal
property used in, useful in or  related
to the ownership, operation or maintenance of the Business, including,  without limitation, all equipment, furniture,
supplies and trade fixtures.


 


2.               Merchandise Inventory. All of the following inventory
located on the premises of  the Business
(the “Merchandise Inventory”):  (a) all
saleable prescription pharmaceutical inventory except: (i) inventory that
is damaged, has expired or  will expire
within ninety (90) days following the Time of Transfer; (ii) nonwholesaler
re-packed or misbranded pharmaceutical merchandise (except in-date  pre-packed bingo cards for nursing homes); (iii) compounding
chemicals; and (iv)  any other inventory not transferable due to any
applicable local, state or federal  law;
and (b) all over-the-counter inventory reasonably acceptable to the Buyer.


 


3.               Contracts and Leases. All of the Seller’s
interest  in all contracts, leases
and  agreements used in, useful in or
related to the ownership, operation or 
maintenance of the Business or the Assets (the “Contracts”) that are
reasonably  acceptable to the Buyer.


 


4.               Will Call Receivables. All of the Will Call
Receivables (as defined in the 
Transition Agreement (as hereinafter defined in paragraph 7.10)).


 


5.               Intangible Property. All intangible personal
property used in, useful in or related 
to the ownership, operation, or maintenance of the Business,
including:  the right  to all names (including the name “Rambo
Pharmacy”), telephone numbers, pager 
numbers, cellular and digital phone numbers, internet web sites and
electronic  mail addresses, if any;  all permits, licenses, certificates and
operating authorities  necessary to
operate the Business, to the extent assignable; 
all customer and  


 


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prospective customer
lists including the exclusive use of such lists; (a) all books,  records and files, whether physical or
electronic; and (b) all computer software, to  the extent assignable.


 


6.                                               Going Concern Assets. The covenant not to compete and other
going concern  assets as set forth in the
Goodwill Protection Agreement in substantially the form attached at Schedule “1.6”
as a part hereof (the “Goodwill Protection 
Agreement”).


 


2.           Excluded Assets. The Assets to be acquired  by the Buyer under this Agreement
specifically exclude the following (the “Excluded Assets”):  (a) all cash, checks and coupons  located at the Business prior to the Time of
Transfer (as hereinafter defined in paragraph 10.4),  except for a cash change fund in the amount
of $500.00 (the “Change Fund”); (b) all accounts  receivable and any credit balances with
suppliers, relating to operation of the Business prior to  the Time of Transfer other than the Will Call
Receivables; (c) any Contracts not approved by the Buyer in writing after
the date hereof; (d) the building and real property where the Business is
located at 144 East Leafland, Decatur, IL 62521; and (e) those items
described at Schedule “2”  attached as a
part hereof that the Seller represents are not necessary for the ownership
or  operation of the Business.


 


3.           Liabilities. The Seller will be solely responsible
for and will pay or otherwise satisfy on 
or before the Closing Date all:  (a) liabilities,
obligations and debts of the Seller with respect to the Business in existence
as of the Closing Date; and (b) taxes (including sales and income
taxes)  accruing from operation of the
Business or actions taken by the Seller prior to and through the  Closing Date.


 


4.           Purchase Price. Subject to the adjustments and
prorations hereafter described, the total 
purchase price to be paid by the Buyer to the Seller for the purchase of
the Business is the  amount equal to the
sum of (the “Purchase Price”):  (a) Two
Million Two Hundred Thousand  Dollars
($2,200,000.00) (the “Base Price”); plus (b) the Merchandise Inventory
Price (as  hereinafter defined in
paragraph 5) calculated in accordance with paragraph 5 of this Agreement;  plus (c) the total amount of the Will
Call Receivables (the “Receivables Price”). The Purchase  Price will be adjusted and paid as follows:


 


1.            Cash at Closing. On the Closing Date, the Buyer
will pay to the Company in immediately available funds:  (a) sixty percent (60%) of the sum of (i) the
Base  Price plus (ii) the
Merchandise Inventory Price; plus (b) all of the Receivables Price, as
adjusted under paragraphs 4.3 and 4.4.


 


2.            Seller Financing; Goodwill Protection. To satisfy
the balance of the Purchase  Price, on
the Closing Date, the Buyer will:  (a) execute
and deliver a promissory  note in favor
of the Company (the “Promissory Note”) in the amount equal to (i)  forty
(40%) of the sum of the Base Price plus the Merchandise Inventory Price;  minus (ii) $220,000.00; and (b) enter
into the Goodwill Protection Agreement 
providing for payment of Two Hundred Twenty Thousand Dollars
($220,000.00),  together with interest
accrued thereon  at the rate of seven
percent (7%) per  annum, to Greenberg.
The Promissory  Note will be secured by a
security agreement (the “Security Agreement” and collectively with the
Promissory Note,  the “Financing
Documents”), bear interest at seven percent (7%) per annum, be payable in
blended installments of principal and interest as set forth therein and  have a term of three (3) years. The
Financing Documents will be in substantially 
the form set forth at Schedule “4.2” attached as a part hereof.


 


3.            Adjustments.
On the Closing Date, the amount to be paid pursuant to paragraph


 


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4.1
will be adjusted as follows (the “Closing Adjustment”):  (a) decreased for any and all unpaid
liabilities which on the Closing Date are assumed by the Buyer or  collateralized by any of the Assets, or for
which the Buyer becomes liable; and (b)  increased by the amount of the
Change Fund which is actually delivered to the 
Buyer in cash not to exceed $500.00.


 


4.            Prorations. On the Closing Date, the amount to be
paid pursuant to paragraph 4.1  will be
adjusted based on the proration of all rents (including ad valorem taxes and
casualty insurance), if any, and utilities for the month in which the Time
of  Transfer occurs through the Time of
Transfer (the “Prorations”). All accounts 
payable and other liabilities incurred prior to the Time of Transfer
will be the sole  responsibility of the
Seller. All accounts payable and other liabilities incurred by  the Buyer in connection with the Business on
and after the Time of Transfer will  be
the sole responsibility of the Buyer. All accounts receivable and other  revenues will be apportioned as provided  in the Transition Agreement. Each  party shall, promptly upon receipt, deliver
to the other party copies of each relevant bill or statement that may be in
such party’s records.


 


5.            Allocation. The Purchase Price will be allocated
among the Assets by the Buyer  and the
Seller according to sound accounting practices and such allocation will be
incorporated into a supplemental instrument to be executed and delivered by
the  parties on the Closing Date.


 


5.               Inventory.
A physical inventory (the “Inventory”) will be taken of all Merchandise  Inventory and supplies located at the
Business on January 11, 2008. The Inventory will be  certified and taken by an inventory service
selected mutually by the Buyer and the Seller. The  cost of the Inventory will be divided equally
between the Seller and the Buyer. The Inventory 
will be recorded on duplicate inventory sheets in the presence of the
Seller and the Buyer or their 
representatives, and a copy of such inventory sheets will be furnished
to the Seller and the Buyer. All damaged or unsaleable merchandise, merchandise
that is out of date or will become out of 
date within ninety (90) days after the date the Inventory is conducted
or merchandise that the  Buyer reasonably
determines cannot be sold  for full retail
price (together, the “Excluded  Inventory”)
will be excluded from the Inventory and set aside. The Seller will have the
right to remove all Excluded Inventory from the Business within forty-eight
(48) hours and to return the  Excluded
Inventory or send it to a reclamation 
center for processing. Any Excluded Inventory  not timely removed from the Business by the
Seller will be deemed abandoned and the Buyer 
may dispose of the Excluded Inventory as the  Buyer deems appropriate and all proceeds
from  such disposition will belong to the
Buyer. The purchase price for the Merchandise Inventory  (the “Merchandise Inventory Price”) will be
the actual cost paid by the Seller for each item listed in the Inventory after
all discounts and rebates are applied.


 


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6.               Representations
and Warranties. As an inducement to the Buyer to enter into this  Agreement, the Seller represents and warrants
to the Buyer that as of the date of this Agreement  and the Closing Date:


 


1.            Financial Statements. The Seller has
delivered  to the Buyer the unaudited
financial statements for the Business for the periods ending December 31,
2005,  December 31, 2006 and September 30,
2007. There has not been a material 
change (nor an event which would result in any material change) in the
Business,  or in the results of operation
or financial condition of the Company since the 
effective date of the most recent financial statements. The financial
statements, copies of which are attached at Schedule “6.1” as a part hereof,
consist of a  balance sheet, an income
statement and all appropriate notes and disclosures. The  financial statements, income statements and
notes and disclosures are true and 
correct in all material respects and present fairly the financial
condition and results of operations of the Business at the dates thereof and
for the respective periods then ended and have been prepared in accordance with
accounting principles consistently applied.


 


2.            Absence of Liabilities. The Seller currently has
no debt, liability, obligation or 
commitment, absolute or contingent, known or unknown, relating to or
connected  with the Business or the
Assets other than:  (a) those set
forth (and not exceeding the amounts so set forth) in the most recent financial
statements attached at  Schedule “6.1”
(the “Current Financial Statements”) and not otherwise paid or  discharged after the date thereof; (b) and
those incurred in the ordinary course of business from the effective date of
the Current Financial Statements, through the 
date of this Agreement consistent with past practices. Except for the
items shown  on the Current Financial
Statements of the Seller which will be paid from the sale  proceeds hereunder, on the Closing Date, the
Business will have no claims, debts, 
liabilities, obligations, guaranties or commitments and the Seller will
not be a party to, be bound or subject to any real or personal property leases
relating to the  Business other than the
Contracts. The Assets and the Business will not be subject to or liable for any
claim,  debt, liability, obligation,
guaranty or  commitment immediately after
the Closing Date. Any such claims, debts, 
liabilities, obligations or commitments will be the sole responsibility
of the Seller, and the Seller hereby agrees to indemnify and hold harmless the
Buyer from all such amounts.


 


3.            Title to Assets. The Seller owns, possesses and
has good and marketable title to  the
Assets free and clear of all mortgages, liens, leases,  pledges, charges,  encumbrances, equities, easements, rights of
way, covenants, conditions,  restrictions
or claims of every nature and kind whatsoever, other than those  described at Schedule “6.3.”  The Assets constitute all the assets used in,
useful in  or related to the Business. Each
Asset is:  (a) either (i) in
good saleable condition or (ii) in good operating condition and repair,
and in sound structural condition;  and (b) free
and clear of any material defects or any restrictions on or conditions to
transfer or assignment.


 


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4.            Contracts. Schedule “6.4” is a true, correct and
complete list (or description, in  the
case of oral agreements) of all of the Contracts. Except as disclosed to the
Buyer in writing:  (a) such
contracts, leases and agreements are in full force and  effect; (b) the Seller is in full
compliance with all of the Seller’s obligations under  the Contracts; (c) the counterparty
under each of the Contracts is in full 
compliance with all of such party’s obligations under the Contracts; (d) no
default  exists under any of the
Contracts; (e) no event of default or event which would  become an event of default with the  giving of notice or passage of time has
occurred; and (f) no condition presently exists which would give any party
to any  contract the right to terminate
such  contract. There are no other
material  contracts, leases, commitments
or agreements in effect related to the Assets or the Business other than those
identified at Schedule “6.4” attached as a part hereof.


 


5.            Legal Requirements. The Seller:  (a) has all requisite power to own,
lease and  operate the Seller’s
properties, including, without limitation, the Assets and to  carry on the Seller’s business as now  being conducted, including, without  limitation, the Business; (b) is duly
qualified to carry on the Business in the State where the business is located;
and (c) holds all required licenses and permits for carrying on all
aspects of the Business. The Seller and the Business have  complied and will continue to comply with all
applicable federal, state or local 
statutes, laws and regulations including, without limitation, any
applicable  building, zoning or other
law, ordinance or regulation affecting the operation of  the Business.


 


6.            Zoning. To the best knowledge of the Seller, the
zoning of the real property  where the
Business is located permits the presently existing improvements and the  continuation of the Business as presently
being conducted. To the best  knowledge
of the Seller, the Seller has received no notice of any and there are no:


 


(a)           pending
changes in statutes, regulations or local laws (including zoning) that  will render any part of the Business illegal;
(b) outstanding orders or notices pending from any local authority, governmental
body or governmental agency  with respect
to the Assets or the Business; or (c) plans, studies or efforts by
any  governmental authority or agency or
of any non-governmental person or entity 
which in any way would materially affect all or any portion of the
Business or the  Assets.


 


7.            Insurance. The Seller has and will maintain in
full force and effect through the 
Closing Date insurance against all risks, damages, losses and
liabilities usual and customary for Business similar to the  Business, including without limitation,  general liability, casualty, workers’
compensation and property insurance. The Seller is not self insured for any
risks. The Seller’s current insurance coverage on the Business is described at
Schedule “6.7” attached as a part hereof.


 


2.            Environmental Issues. The Seller has not and to
the best knowledge of the Seller  no
other party has disposed, deposited, discharged, placed or otherwise caused 


 


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any release of any hazardous or toxic  materials, substances, pollutants,
contaminants or wastes at, on or near the real property and improvements
where  each Business is located in
contravention of any applicable federal, state or local  laws, rules or regulations.


 


3.            Consents and Approvals. Other than in compliance
with the provisions of  applicable
statutes and regulations, no notice to, filing with, or authorization,  consent or approval of, any domestic  or foreign public body or authority is  necessary for the consummation of the  transactions contemplated by this  Agreement. The execution, delivery,
performance and consummation of this Agreement does not and will not:  (a) violate, conflict with or constitute
a default  or an event that, with notice
or lapse of time or both, would be a default, breach or violation under any
term or provision of any instrument, agreement, contract, commitment, license,
promissory note, conditional sales contract, indenture,  mortgage, deed of trust, lease or other
agreement, instrument or arrangement to 
which the Seller is a party or by which the Seller, the Business or the
Assets are  bound; (b) violate,
conflict or constitute a breach of any statute, regulation or  judicial or administrative order, award,
judgment or decree to which the Seller is a 
party or to which the Seller, the Assets or the Business are bound or
subject; or (c)  result in the creation or imposition of any adverse claim
or interest, or any lien,  encumbrance,
charge, equity or restriction of any nature whatever, upon or  affecting the Seller, the Business or the
Assets.


 


4.            Litigation. Except as set forth at Schedule “6.10,”
there is no:  (a) action, suit
or  proceeding pending or threatened
against the Seller, the Assets or the Business; or  (b) proceeding, investigation, charges,
audit or inquiry threatened or pending 
before or by any federal, state, municipal or other governmental
court,  department, commission, board,
bureau, agency or instrumentality which might 
result in an adverse effect on the Seller, the Business or the Assets.


 


5.            Certain Employee Plans. Except as set forth at
Schedule “6.11,” the Seller:  (a) 
has no “employee benefit plans,” as defined in the Employee Retirement
Security  Act of 1974, as amended,
including by way of example and not limitation, 401(k),  Keogh, SEP and health insurance plans; and (b) is
not a party to any multiemployer plan. Other than at-will employment
agreements, there are no  employment
agreements with any officers, directors, employees, retired  employees or former employees of the Seller.


 


6.            Computer Systems. All computer software which is
used in connection with the  operation of
the Business is either proprietary or held pursuant to a valid, legal  and binding license agreement which is in
full force and effect, and no event has 
occurred which would constitute an event of default under any applicable
agreement or which, with the lapse of time, the giving of notice or both,
would  constitute an event of default
under any applicable agreement. Other than written industry standard license
agreements, each such program or system is complete  and is not subject to any  lien, claim, encumbrance, security interest,
right, restriction, option or purchase obligation held by any person.


 


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7.            Taxes. All tax returns and reports of the Seller
required by law to be filed have  been
filed or valid extensions have been obtained. The returns which have been  filed are true and correct and all taxes
shown as due thereon have been paid. All 
taxes and other governmental charges which are due and payable have been
paid  and recorded in the appropriate
accounting records. There is no pending or 
known threatened claim against the Seller for payment of additional
taxes in  excess of the amounts reflected
on such party’s books and financial statements. The Seller has not executed any
waiver  of any statute of limitations
against  assessments of taxes.


 


8.            Authority. The Seller has taken all necessary
action to authorize the execution, delivery and performance of this Agreement
and has adequate power, authority  and
legal right to enter into, execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby. This Agreement is legal, valid  and binding with respect to each Seller and
is enforceable in accordance with its terms. On execution, delivery and
performance of this Agreement in accordance 
with its terms, the Buyer will own one hundred percent (100%) of the
Business  and the Assets free of all
claims, liens, encumbrances and liabilities.


 


9.            Labor Relations. The Seller and the Business have
not and are not now a party to  any
collective bargaining or other labor contract. To the best knowledge of
the  Seller, there has not been, there is
not presently or existing and there has not been  any threat of:  (a) any strike, slow down, picketing,
work stoppage or employee  grievance
process; (b) any proceeding against or affecting any of the Business  relating to the alleged violation of any
federal, state, local, municipal, foreign, 
international, multinational or other administrative order,
constitution, law,  ordinance, principle
of common law, regulation, statute or treaty pertaining to  labor relations or employment matters,
including any charge or complaint filed by 
an employee or union with the National Labor Relations Board, the
Equal  Employment Opportunity Commission,
or any comparable governmental body, 
organizational activity, or other labor employment dispute against or
affecting any  of the Business, their premises
or the Assets; or (c) any application for 
certification of a collective bargaining agent. To the best knowledge of
the Seller,  no event has occurred or
circumstances exist that could provide the basis for any  work stoppage or other labor dispute. There
is no lock out of any employees of the Seller, and no such action is
contemplated by the Seller. The Seller and the 
Business have complied in all respects with all legal requirements
relating to the employment, equal employment opportunity, non-discrimination,
immigration,  wages, hours, benefits,
collective bargaining, the payment of social security and  similar taxes, occupational safety and health
and plant closings. Neither the Seller 
nor the Business is liable for the payment of any compensation, damages,
taxes,  fines, penalties or other
amounts, however designated, for failure to comply with  any of the foregoing.


 


7.             Full
Disclosure. To the best knowledge of the Seller, this Agreement, any
schedule referenced in or attached to this Agreement, any document furnished
to  the 


 


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Buyer under this Agreement or any
certification furnished to the Buyer under 
this Agreement does not contain any untrue statement of a material fact
and does  not omit to state a material
fact necessary to make such statement, in the circumstances under which it was
made, not misleading. All of the 
representations, warranties and covenants in this Agreement:  (a) are true and correct as of the date
made; (b) will be true and correct as of the Closing Date;  and (c) will survive and not be waived,
discharged, released, modified, terminated 
or affected by any due diligence by the Buyer. For purposes of this
Agreement,  when a statement is qualified
by the phrase “to the best knowledge of the Seller,”  such phrase means: (y) the actual
knowledge of the Seller; and (z) the knowledge  which the Seller, in the exercise of
reasonable diligence, could obtain.


 


7.               Covenants.
The parties agree to perform the following prior to the Closing Date:


 


10.          Inspection. During the ten (10) day period
commencing on the date this  Agreement is
executed by the Seller (the “Inspection Period”), the Buyer will  conduct such investigation and inspection
with respect to the properties, books, 
records, legal documents, financial accounts, contracts, title records
and prospects  of the Business as the
Buyer deems appropriate. If the Buyer determines in good faith that the
Business or the Assets are unsatisfactory for any reason whatsoever,  the Buyer will have the option to terminate
this Agreement by written notice to the Seller within two (2) days after
the expiration of the Inspection Period or to 
provide written notice to the Seller setting forth the Buyer’s
objections. The  Buyer may send multiple
objection notices and each such notice will not waive any right to make
additional objections within the foregoing time periods. The  Seller will have seven (7) days after
receipt of any such objection notice to satisfy the Buyer’s objections. If the
Seller is unable to satisfy the Buyer’s objections, the  Buyer will have the option to waive such
objections, extend the Closing Date by that period of time which is reasonably
required to enable the Seller to satisfy such objections or to terminate this
Agreement by written notice to the Seller.


 


11.          Conduct of Business. Prior to the Closing Date, the
Seller will operate the Business in a businesslike manner in accordance with
the Seller’s prior practices and will use the Seller’s best efforts to maintain
and preserve the Business, the  goodwill
of all customers and good relations with its employees. In addition, unless the
Buyer otherwise consents in writing:


 


12.                             1                                       Except in the
ordinary course of business, the Seller will not enter into any  new employment agreement, amend or extend any
existing employment  agreement, grant any
severance pay,  termination pay or
increases in  compensation, take any
action to vest any overfunded benefits in any 
benefit plan or adopt or amend any bonus, profit sharing, pension,
stock  option or similar plan, trust or
other arrangement.


 


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2.                                  The Seller will
not enter into any new labor or collective bargaining  agreement or amend or extend any existing
labor or collective bargaining 
agreement.


 


3.                                  The Seller will
not enter into any new supply agreement with any supplier  of any of the Merchandise Inventory or amend
or extend any existing  supply agreement.


 


13.                            The Seller will
not enter into  any agreement,
arrangement or  understanding involving
the sale, transfer, assignment or other disposition  of, or grant a security interest in or
optional rights to purchase or otherwise 
acquire the Assets or the Business.


 


14.                            The Seller will
not, and will cause each of the Seller’s representatives and affiliates not to,
directly or indirectly, solicit, initiate or encourage any inquiries or
proposals from, discuss or negotiate with, provide any nonpublic information
to, or consider the merits of any unsolicited inquiries or  proposals from any person other than the
Buyer relating to any transaction involving the sale of the Business  or the Assets, or any merger, consolidation,
business combination or similar transaction involving the  Business.


 


6.           The Seller will not increase prices of any of the
merchandise offered for  sale at the
Business except as a direct result of an increase in the Seller’s cost of such
merchandise and in the ordinary course of business.


 


3.           Consents. The Seller will
cooperate with  the Buyer to obtain, all
licenses,  permits, consents, approvals,
authorizations, qualifications and orders of 
governmental authorities and parties to contracts with the Seller as are
necessary for the consummation of the transactions contemplated by this
Agreement. However, no contract will be amended to increase the amount payable
thereunder  and no burden to the Buyer
will be increased to obtain any consent, approval or authorization.


 


4.           Employment. On the Closing
Date, Aric Greenberg will enter into an 
employment agreement with the Buyer 
or its affiliates (the “Employment 
Agreement”) in substantially the form attached at Schedule “7.5.”  The Seller will  terminate all employees of the Business
effective as of the Time of Transfer and 
be responsible for all compensation, accrued vacation, severance pay or
termination pay or other related claims with respect to all such
terminated  employees through the Time of
Transfer. On the Closing Date, the Buyer will 
have the right, but not the obligation, to offer to employ those
employees of the  Business determined by
the Buyer in the Buyer’s sole discretion. The terms of  employment for each such retained employee
will be determined by the Buyer. Following the Closing Date, the performance of
each employee who continues  


 


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employment with the Buyer will be evaluated
periodically by the Buyer using  such
criteria as may be established from time to time by the Buyer. The Seller
agrees to use its best efforts to ensure that the employees of the Seller
selected by the Buyer continue their association with the Business.


 


5.           Leases. The Seller will cause
the owner of the building where the Business is located to enter into a lease
of such building (the “Lease”) with the Buyer on  reasonable and customary terms including the
following:  (a) rental payments of
$3500 per month for a term of ten (10) years; (b) Buyer will pay
property taxes,  utilities and insurance
on the building; and (c) the Buyer’s maintenance  obligations are limited to the Buyer’s
improvements and ordinary wear and tear on 
the interior surfaces of the walls, floors and ceilings as well as
routine  maintenance and repairs of the
plumbing fixtures and heating and air conditioning systems, exterior signs for
the business and those portions of the parking area  requiring the application of  white rock and the cutting or removal of
weeds. Seller shall remain responsible for the replacement of and major repairs
to the  heating and air conditioning
systems if needed.


 


6.           Seller’s Insurance. Through
the Time of Transfer, the Seller will maintain 
insurance coverage using “occurrence” form policies customarily
maintained by the parties engaged in the Business and covering all loss,
damage, liability and  risk allocated to
the Sellers in paragraph 10.3 including, without limitation, general liability,
casualty, workers’ compensation, vehicle and property insurance  in amounts satisfactory to the Buyer.


 


7.           Conditions. The Seller will
use its best efforts to cause the conditions in paragraph 8  to be satisfied. The Buyer will use its best
efforts to cause the  conditions in
paragraph 9 to be satisfied.


 


8.           Sales Tax Report. The Seller
will complete and file any sales tax report required to be filed with the tax
authorities for the state where the Business is located in connection with the
consummation of this transaction.


 


9.           Business Transition. As soon
as practicable after the Closing Date, the Buyer will  apply for applicable state pharmacy  and DEA licenses along with any other  permits or licenses required by state or
local regulations, and obtain agreements with third party payers necessary to
collect reimbursement for prescriptions dispensed and associated fees. On the
Closing Date, the Seller and the Buyer will 
enter into a Transition Agreement in the form attached at Schedule “7.10”
(the  “Transition Agreement”), to allow
the Buyer to operate the Business after the 
Closing Date under the Seller’s permits and licenses after the Time of
Transfer  until the Buyer obtains all
necessary permits and licenses.


 


1.               The
Buyer’s Conditions Precedent. The obligation of the  Buyer to consummate the transactions
contemplated by this Agreement is subject to the satisfaction or waiver
(subject 


 


10

















 


to  applicable law) at or prior
to the Closing Date of each of the following conditions:  (a) no preliminary or permanent
injunction or other order will have been issued by any court of  competent jurisdiction or any regulatory body
preventing consummation of the transactions 
contemplated by this Agreement; (b) no action will have been
commenced or threatened against  the
Seller, the Buyer or any of their respective affiliates, associates, officers
or directors seeking  damages arising from,
to prevent or challenge the transactions contemplated by this Agreement; (c) all
key employees which the Buyer elects to retain pursuant to the terms of
paragraph 7.5 of this Agreement, will have entered into an employment
arrangement with the Buyer on terms satisfactory to the Buyer; (d) all
representations and warranties of the Seller contained herein will  be true and correct in all material respects
on and as of the Closing Date; (e) the Seller will have performed or
satisfied on and as of the Closing Date, all obligations, covenants, agreements
and  conditions contained in this
Agreement to be performed or complied with by the Seller; (f)  except for
the Licenses (as defined in the Transition Agreement), the Buyer will have
received all licenses, permits, consents, approvals, authorizations,
qualifications, orders and waivers of governmental authorities and third
parties which: (i) are required for the Buyer to continue the  Business after the Closing Date, or (ii) if
not obtained would adversely affect the Business, the  Assets or the properties or liabilities of
the Buyer after the Closing Date; (g) there is no material  adverse change, nor any event which would
result in any material adverse change, so far as can  reasonably be foreseen by the Buyer, in the
Business or in the results of operations; (h) the Business will not have
incurred any material loss on or prior to the Closing Date, whether or not  covered by insurance; (i) the Buyer will
have completed preacquisition due diligence of all  aspects of the Seller, the Business and the
Assets and the Buyer will be satisfied with the results  of such due diligence; (j) all actions,
proceedings, instruments and documents required to carry out the transactions
contemplated hereby will have been initiated, completed, obtained or
drafted  to the satisfaction of Buyer’s
counsel, and the Seller will have delivered such additional  certificates and other documents as the Buyer
reasonably requests including, without limitation,  such certificates of the Seller dated the
Closing Date evidencing compliance with the conditions  set forth in this paragraph 8; (k) the
Buyer will have received approval from the Buyer’s  managers to complete the acquisition of the
Business and the Assets; (l) the Seller will not be the subject of any
order,  investigation or hearing by any
regulatory authority or by the Illinois 
income tax agency, the Internal Revenue Service, the Justice Department
of the United States or  any public or
private consumer protection or other agency, committee or organization; and (m) 
the Lease will have a minimum remaining term of ten (10) years after the
Closing Date and be on   terms
satisfactory to the Buyer.


 


9.               Seller’s
Conditions Precedent. The obligation of the Seller to consummate the  transactions contemplated by this Agreement
is subject to the satisfaction, at or prior to the  Closing Date, of each of the following
conditions, any or all of which may be waived in whole or  in part: 
(a) no preliminary or permanent injunction or other order will have
been issued by any  court of competent
jurisdiction or any governmental or regulatory body preventing  consummation of the transactions contemplated
by this Agreement; (b) no action will have been  commenced or threatened against the Seller,
the Buyer or any of their respective affiliates, associates, officers or
directors seeking damages arising from, to prevent or to challenge the
transactions contemplated by this Agreement; (c) all representations and
warranties of the Buyer 


 


11

















 


contained herein will be true and correct in all material respects on
and as of the Closing Date;  and (d) the
Buyer will have performed in all material respects all obligations, agreements
and conditions contained in this Agreement to be performed or complied with by
the Buyer.


 


10.             The
Closing. Unless extended as provided in paragraph 7.2, this Agreement will
be  consummated at 1:00 p.m. local
time at a location near the Business agreed to by the parties on the later of
the following dates (the “Closing Date”): 
(a) the first business day after the Inventory  is complete and accepted by both parties; or (b) the
first (1st) business day following the day on which the last of the conditions
set forth in paragraph 8 hereof is satisfied or waived.


 


1.             The
Buyer’s Deliveries. On the Closing Date, the Buyer will deliver or cause to be
delivered to the Seller the following items (all documents will be duly  executed and acknowledged where required):


 


7.            Payment. The cash portion of the Purchase Price as
adjusted under paragraphs 4.3 and 4.4;


8.            Financing Documents. The Financing Documents;


9.            Goodwill Protection Agreement. The Goodwill
Protection Agreement;


10.          Employment Agreement. The Employment Agreement;


11.          Evidence of Authority. Such corporate resolutions,
certificates of good  standing,
incumbency certificates and  other
evidence of authority with  respect to
the Buyer as might be reasonably requested by the Seller;


12.          Closing Memorandum. A memorandum setting forth the
items delivered  and accounting for the
payments made on the Closing Date; and


7.            Additional Documents. Such additional documents as
might be  reasonably requested by the
Seller to consummate this Agreement.


 


2.             Seller’s
Deliveries. On the Closing Date, the Seller will deliver or cause to be
delivered to the Buyer the following items (all documents will be duly
executed  and acknowledged where
required):


 


3.            Assignment. Bills of sale, assignments and
conveyances acceptable to the Buyer necessary to convey to the Buyer all of the
Seller’s right, title and  interest in
and to all of the personal property comprising a portion of the  Assets;


4.            Goodwill Protection Agreement. The Goodwill
Protection Agreement;


5.            Employment Agreement. The Employment Agreement;


6.            Documents; Keys. The originals of all documents to
be assigned to the  Buyer, including,
without limitation, all contracts, books, records and  insurance policies; all keys, combination
locks and other security devices  located
at the Business.


7.            Closing Memorandum. A memorandum setting forth the
items delivered  and accounting for the
payments made on the Closing Date;


8.            Additional Documents. Such additional documents as
might be  reasonably requested by the
Buyer to consummate this Agreement.


 


3.             Possession.
Possession of the Business and all of the Assets in connection with the
Business will be delivered to the Buyer effective 12:01 a.m. on January 12,  2008 (the “Time of Transfer”) free from all
parties claiming rights to possession  of
or having claims against the Business and the Assets. In addition, with
respect  to each Asset and 


 


12

















 


the Business, risk of loss, damage, claim,
liability or other  matter including,
without limitation, all  liabilities
arising from any accident, personal injury, death, property damage or other
claim related to operation of the Business will pass from the Seller to the
Buyer on the Closing Date.


 


4.                            Costs. The Seller will pay the
following closing costs:  (a) the
Seller’s attorneys’ fees, accountants’ fees and fees of other advisors; (b) all
sales taxes assessed in connection with consummation of this transaction; and (c) any
other charge  imposed for the transfer of
any item comprising the Assets. The Buyer will pay the Buyer’s attorneys’ fees.


 


11.             Indemnification.
The parties agree to indemnify each other as follows:


 


9.           Seller’s Indemnification. The
Seller agrees to pay, defend, indemnify, reimburse and hold harmless the Buyer
and its directors, officers, agents and employees (the  “Buyer Indemnified Parties”) for, from and
against any loss, damage, claim, liability, debt, obligation or expense
(including interest, reasonable legal fees, and 
expenses of litigation) incurred or suffered or paid by, imposed upon,
resulting to or threatened against any of the Buyer Indemnified Parties and
which directly or  indirectly results
from, arises out of or in connection with, is based upon, or exists  by reason of: 
(a) any misrepresentation  in
or breach of any representation or warranty made by the Seller in this
Agreement; (b) any breach of, or failure to  perform, any agreement of the Seller
contained in this Agreement; and (c) any 
claim made by a third party with respect to the Seller’s operation of
the Business  on or before the Closing
Date, including, without limitation, liability arising from  the termination of any employee of the Seller
by the Seller.


 


1.                            Buyer’s
Indemnification. The Buyer agrees to indemnify and hold harmless  the Seller and the Seller’s officers,
directors, managers, employees, agents and 
members (collectively, the “Seller Indemnified Parties”) against any
loss, liability,  deficiency, damage,
expense or cost (including reasonable legal fees and expenses  of litigation), whether or not actually
incurred or paid that the Seller Indemnified 
Parties may suffer, sustain or become subject to, as a result of:  (a) any misrepresentation in any of the
representations and warranties of the Buyer 
contained in this Agreement; (b) any breach of, or failure to
perform, any  agreement of the Buyer
contained in this Agreement; and (c) any claim made by a  third party with respect to the operation of
the Business on or after the Closing 
Date.


 


2.                                                       Other Remedies. The
remedies provided by this paragraph 11 are in addition to,  and not in lieu of, such other remedies as
may be available under applicable laws. Without limitation, the Buyer is
entitled to enforce this Agreement by specific 
enforcement without the necessity of demonstrating inadequacy of damages
or irreparable harm.


 


13

















 


3.                                                       Payment. Claims for
indemnification involving the payment of money will be  paid within ten (10) days after
notification thereof. Claims for indemnification involving amounts due to third
parties will be promptly paid when due, subject to  the right to contest the same in good faith.
Unpaid claims will incur interest at a floating rate of interest equal to the
prime rate published from time to time in The Wall Street Journal.


 


12.             Set-Off.
To secure the Seller’s obligations under this Agreement, each Seller hereby
grants to the Buyer a right of set-off upon and against the Promissory Note and
the payments due  under the Goodwill
Protection Agreement, provided that the Buyer will not have any other setoff
rights against the Seller, including, without limitation, against payments due
under the Lease  or for the Seller’s
accounts receivable not sold to the Buyer hereunder. On a default by the
Seller  to this Agreement which is not
cured as provided in paragraph 14 of this Agreement, the Buyer is authorized to
appropriate, set-off and apply the property for which a right of set-off is
provided  under this paragraph 12 without
notice to the defaulting party , provided that the Buyer will first  set-off against any amounts due under the
Note before any set-off is made against the amounts due under the Goodwill
Protection Agreement. Provided further, however, that should the Seller  successfully dispute the claimed default, or
the amount of loss claimed by the Buyer to have  resulted from such default, the Buyer shall be
deemed to have wrongfully exercised such right of  set-off and be liable to the Seller for the
amount of such wrongful set-off, all costs and expenses  incurred by the Seller in disputing the
claimed default or amount of loss (including actual  attorneys fees paid by the Seller.


 


13.             Termination.
This Agreement may be terminated and the transactions contemplated hereby may
be abandoned by:  (a) mutual consent
of the Seller and the Buyer; (b) the Buyer, if the Buyer is not in default
and the conditions set forth in paragraph 8 of this Agreement have not  been satisfied by the Seller or waived by the
Buyer; (c) the Seller, if the Seller is not in default, and the conditions
precedent set forth in paragraph 9 of this Agreement have not been satisfied
or  waived by the Seller; or (d) the
Buyer, pursuant to paragraph 7.2 of this Agreement. In the event  of termination, written notice thereof will
be given to the other party or parties specifying the  provision pursuant to which such termination
is made. On termination pursuant to this paragraph  13, this Agreement will become void and have
no effect and there will be no liability hereunder  on the part of the Buyer or the Seller or any
of their respective officers, directors, employees,  agents, stockholders or principals.


 


14.             Default.
If a party fails to perform any obligation contained in this Agreement, the
party  claiming default will serve
written notice to the other party specifying the nature of such default  and demanding performance. If such default
has not been cured within ten (10) days after  receipt of such default notice, the
nondefaulting party will be entitled to exercise all remedies  arising at law or in equity  by reason of such default, including, without
limitation, specific  performance of this
Agreement or any one or more of the provisions herein contained.


 


14

















 


15.             Miscellaneous.
It is further agreed as follows:


 


1.                            Time.
Time is of the essence of this Agreement.


 


2.                            Notices. Any notice, demand or
communication required or permitted to be given 
by any provision of this Agreement will be in writing and will be deemed
to have been given and received when delivered personally or by telefacsimile
to the party  designated to receive such
notice, or on the date following the day sent by overnight courier, or on the
third (3rd) business day after the same is sent by  certified mail, postage and charges prepaid,
directed to the following addresses or 
to such other or additional addresses 
as any party might designate by written 
notice to the other parties:


 


	
   

  	
  If
  to Buyer:

  
	
   

  	
   

  
	
   

  	
  Apothecary
  Rx, LLC

  
	
   

  	
  Attn:
  Mr. Lewis P. Zeidner, President

  
	
   

  	
  5500
  Wayzata Boulevard, Suite 210

  
	
   

  	
  Golden
  Valley, Minnesota 55416

  
	
   

  	
  Fax:    (763)
  647-1137

  
	
   

  	
   

  
	
   

  	
  With
  a copy to:

  
	
   

  	
   

  
	
   

  	
  Michael
  Meleen, Esquire

  
	
   

  	
  Commercial
  Law Group, P.C.

  
	
   

  	
  700
  Oklahoma Tower

  
	
   

  	
  210
  Park Avenue

  
	
   

  	
  Oklahoma
  City, Oklahoma 73102

  
	
   

  	
  Fax:    (405)
  232-5553

  
	
   

  	
   

  
	
   

  	
  To
  the Seller:

  
	
   

  	
  Rambo
  Pharmacy, Inc.

  
	
   

  	
  Attn:
  Mr. Norman Greenberg, RPh

  
	
   

  	
  144
  East Leafland

  
	
   

  	
  Decatur,
  IL 62521

  
	
   

  	
   

  
	
   

  	
  With
  a copy to:

  
	
   

  	
   

  
	
   

  	
  Thomas
  M. Shade, Esquire

  
	
   

  	
  132
  South Water Street, Suite 515

  
	
   

  	
  Decatur,
  Illinois 62523

  
	
   

  	
  Fax:    (217)
  428-9742

  



 


15

















 


3.                                                         Representations and Warranties.
The respective representations and warranties of  the Seller and the Buyer contained herein or
in any certificates or other documents 
delivered prior to or at the Closing Date will not be deemed waived or
otherwise affected by any investigation made by any party hereto. Each and
every such  representation and warranty
will survive the Closing Date and will not be 
terminated or extinguished. This paragraph 15.3 will have no effect on
any other  obligation of the parties
hereto, whether  to be performed before
or after the  Closing Date.


 


4.                                                         Cooperation. Prior to and
at all times following the termination of this Agreement  the parties agree to execute and deliver, or
cause to be executed and delivered,  such
documents and do, or cause to be done, such other acts and things as might  reasonably be requested by any party to this
Agreement to assure that the benefits  of
this Agreement are realized by the parties. The Seller, or its designated
agents or representatives, will have access during normal business hours to
all  prescription or business records of
the Business relating to the time period prior to the Time of Transfer for
purposes of preparing any reports and tax returns or as  may be needed for any audit purposes of any nature
or kind, and the Seller may  produce
duplicates of such records as needed or required at the Seller’s expense. The
Buyer will retain such records for a period of at least three (3) years
after the  Closing Date. After such three
(3) year period, the Buyer will not have any  obligation to retain any such records for
more than thirty (30) days after the date the Buyer gives written notice to the
Seller of the Buyer’s intention to destroy 
such records during which time the Seller may take possession of the
originals (or  copies if in electronic
format) of such records.


 


5.                                                         Press Release. The Buyer
will prepare and issue all press releases relating to this  Agreement and the sale of the Business. The
Seller will refer all inquiries concerning any transaction contemplated by this
Agreement to the Buyer.


 


6.                                                         Headings. The paragraph
headings contained in this Agreement are for reference  purposes only and are not intended to affect
in any way the meaning or interpretation of this Agreement.


 


7.                                                         Entire Agreement. This
Agreement and any document executed in connection herewith on or after the date
of this Agreement (the “Other Documents”) constitute the entire agreement
between the parties with respect to the subject matter hereof and there are no
agreements, understandings, warranties or representations except as set forth
herein or in the Other Documents.


 


8.                                                         Assignment. It is agreed
that the parties may not assign such party’s rights nor  delegate such party’s duties under this
Agreement without the express written 
consent of the other parties to this Agreement which consent will not be



 


16

















 


                                                  unreasonably
denied. Notwithstanding the foregoing, the Buyer will be permitted  to assign this Agreement for all or part of
the Assets to a wholly owned subsidiary 
provided the Buyer remains liable for the performance of this Agreement
and  executes a guaranty for the Seller
financing.


 


9.                                                         Amendment. Neither this
Agreement, nor any of the provisions hereof can be  changed, waived, discharged or terminated,
except by an instrument in writing signed by the party against whom enforcement
of the change, waiver, discharge or 
termination is sought.


 


10.                                                   Severability. If any
clause or provision of this Agreement is illegal, invalid or unenforceable
under any present or future law, the remainder of this Agreement will not be
affected thereby. It is the intention of the parties that if any such provision
is held to be illegal, invalid or unenforceable, there will be added in lieu  thereof a provision as similar in terms to
such provisions as is possible and to be 
legal, valid and enforceable.


 


11.                                                   Governing Law. This
Agreement will be interpreted, construed and enforced in  accordance with the laws of the State of  Illinois, regardless of any applicable  principles of conflicts of law. Venue and
jurisdiction over any dispute arising 
under this Agreement shall be in the Circuit Court of Macon County,
Illinois, or  in the Federal Court with
jurisdiction over Macon County, Illinois.


 


12.                                                   Attorney Fees. If any
party institutes an action or proceeding against any other  party relating to the provisions of this
Agreement, the party to such action or proceeding which does not prevail will
reimburse the prevailing party therein for 
the reasonable expenses of attorneys’ fees and disbursements incurred by
the  prevailing party.


 


13.                                                   Waiver. Waiver of
performance of any obligation or term contained in this  Agreement by any party, or waiver by one
party of the other’s default hereunder 
will not operate as a waiver of performance of any other obligation or
term of this  Agreement or a future
waiver of the same obligation or a waiver of any future  default.


 


14.                                                   Brokerage. The Seller
represents to the Buyer that the Seller has dealt with no broker in connection
herewith. The Seller agrees to hold the Buyer harmless from  any claim for brokerage commissions asserted
by any other party as a result of 
dealings with the Seller. The Buyer agrees to indemnify and hold the
Seller  harmless from any claim for
brokerage commissions asserted by any party as a  result of dealings with the Buyer.


 


17

















 


15.                                                   Counterpart Execution.
This Agreement may be executed in counterparts, 
including by telefacsimile, each of which will be deemed an original
document but all of which will constitute a single document.


 


18

















 


SIGNATURE PAGE TO PHARMACY PURCHASE AGREEMENT


 


IN
WITNESS WHEREOF, this Agreement has been executed by the parties effective the
date first above written.


 


	
   

  	
  RAMBO
  PHARMACY, an Illinois

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  NORMAN Greenberg

  	
   

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
  /S/
  NORMAN Greenberg

  	
   

  
	
   

  	
   

  	
  Norman
  Greenberg

  
	
   

  	
   

  
	
   

  	
  (together
  the “Seller”)

  
	
   

  	
   

  
	
   

  	
  APOTHECARYRX,
  LLC, an

  Oklahoma limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  LEWIS P. ZEIDNER

  	
   

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
  (the
  “Buyer”)

  
						



 


19